SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a)
SCHEDULE 14A INFORMATION | ||||||
| Proxy Statement Pursuant to Section 14(a) of the | ||||||
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Persons who are to respond to the collection
20, 2018.
Yours sincerely,
SHELDON G. ADELSON
| Yours sincerely, | |
SHELDON G. ADELSON Chairman of the Board and Chief Executive Officer | |
7, 2018
1. To elect four directors to the Board of Directors, each for a three-year term;
2. To consider and act upon the ratification of the selection of our independent registered public accounting firm;
3. To consider and act upon an advisory (non-binding) proposal on the compensation of the named executive officers; and
4. To transact such other business as may properly come before the meeting or any adjournments thereof.
| 1. | to approve an amendment to the Company’s Certificate of Amended and Restated Articles of Incorporation to declassify the Board of Directors (the “Charter Amendment”); |
| 2. | if the Charter Amendment is approved, to elect eleven directors to the Board of Directors to serve until the 2019 Annual Meeting; |
| 3. | if the Charter Amendment is not approved, to elect three Class II directors to serve until the 2021 Annual Meeting; |
| 4. | to ratify the selection of our independent registered public accounting firm; |
| 5. | to vote on an advisory (non-binding) proposal to approve the compensation of the named executive officers; |
| 6. | to approve material terms of the performance goals under the Company’s Executive Cash Incentive Plan; and |
| 7. | to transact such other business as may properly come before the meeting or any adjournments or postponements thereof. |
By Order of the Board of Directors,
IRA H. RAPHAELSON
Executive Vice President, Global General Counsel
and Secretary
April 24, 2015
| By Order of the Board of Directors, | |
Lawrence A. Jacobs Executive Vice President, Global General Counsel and Secretary | |
| Page | ||||
20, 2018.
The
meeting, except Proposal No. 1 with respect to which a broker non-vote will be treated as a vote against the proposal.
If you duly submit a proxy but do not specify how you want to vote, your shares will be voted as our Board recommends, which is:
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| If you duly submit a proxy but do not specify how you want to vote, your shares will be voted as our Board recommends, which is: | |||||
| • “FOR” the amendment to our Certificate of Amended and Restated Articles of Incorporation to declassify the Board of Directors as set forth in Proposal No. 1 below; | |||||
| • “FOR” the election of each of the nominees for director as set forth under Proposal No. 2 below if Proposal No. 1 | is approved; | ||||
| • “FOR” the election of each of the nominees for director as set forth under Proposal No. 3 below if Proposal No. 1 is not approved; | |||||||
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| • “FOR” the approval of the material terms of the performance goals under our Executive Cash Incentive Plan as described in Proposal No. 6 below. | |||||||
by notifying the Corporate Secretary of the revocation or change in writing; by delivering to the Corporate Secretary a later dated proxy; or by voting in person at the annual meeting. each person known to us to be the beneficial owner, in an individual capacity or as a member of a “group,” of more than 5% of our Common Stock; each named executive officer; each of our directors; and all of our executive officers and directors, taken together. Name of Beneficial Owner(2) Sheldon G. Adelson(3)(4) Dr. Miriam Adelson(3)(5) Timothy D. Stein(3)(6) General Trust under the Sheldon G. Adelson 2007 Remainder Trust(3)(7) General Trust under the Sheldon G. Adelson 2007 Friends and Family Trust(3)(8) Robert G. Goldstein(9) Ira H. Raphaelson(10) George M. Markantonis(11) George Tanasijevich(12) Michael Quartieri(13) Jason N. Ader(14) Irwin Chafetz(3)(15) Micheline Chau Charles D. Forman(16) Steven L. Gerard George Jamieson(17) Charles A. Koppelman(18) Michael A. Leven(19) David F. Levi All current executive officers and current directors of our Company, taken together (15 persons)(20) SharesHow to Revoke or Change Your VoteYou may revoke or change your proxy at any time before it is exercised in any of three ways:You will not revoke a proxy merely by attending the annual meeting. To revoke or change a proxy, you must take one of the actions described above.If you hold your shares in a brokerage or other account, you may submit new voting instructions by contacting your broker, bank or nominee.Any revocation of a proxy, or a new proxy bearing a later date, should be sent to the following address: Corporate Secretary, Las Vegas Sands Corp., 3355 Las Vegas Sands Boulevard South, Las Vegas, Nevada 89109. To revoke a proxy previously submitted by telephone, Internet or mail, simply submit a new proxy at a later date before the taking of the2vote at the annual meeting, in which case, the later submitted proxy will be recorded and the earlier proxy will be revoked.If you hold your shares in a brokerage or other account, you may submit new voting instructions by contacting your broker, bank or other nominee.Other Matters to be Acted upon at the MeetingOur Board presently is not aware of any matters other than those specifically stated in the Notice of Annual Meeting that are to be presented for action at the annual meeting. If any matter other than those described in this Proxy Statement is presented at the annual meeting on which a vote may properly be taken, the shares represented by proxies will be voted in accordance with the judgment of the person or persons voting those shares.Adjournments and PostponementsAny action on the items of business described above may be considered at the annual meeting at the time and on the date specified above or at any time and date to which the annual meeting may be properly adjourned or postponed.Electronic Delivery of Proxy Materials and Annual ReportThe Notice of Annual Meeting and Proxy Statement and the Company’s 2014 Annual Report are available athttp://investor.sands.com/proxy.cfm. These materials are also available on the Investor Relations page of our website,http://investor.sands.com. In the future, for stockholders who have not already opted to do so, instead of receiving copies of the Notice of Annual Meeting and Proxy Statement and annual report in the mail, stockholders may elect to view proxy materials for the annual meeting on the Internet or receive proxy materials for the annual meeting by e-mail. The Notice will provide you with instructions regarding how to view our proxy materials for the annual meeting on the Internet and how to instruct us to send future proxy materials to you electronically by e-mail. Receiving your proxy materials online saves the Company the cost of producing and mailing documents to your home or business and gives you an automatic link to the proxy voting site.Stockholders of Record. If your shares are registered in your own name, to enroll in the electronic delivery service go directly to our transfer agent’s website atwww.amstock.comanytime and follow the instructions.Beneficial Stockholders. If your shares are not registered in your name, to enroll in the electronic delivery service check the information provided to you by your bank or broker, or contact your bank or broker for information on electronic delivery service.Delivery of One Notice or Proxy Statement and Annual Report to a Single Household to Reduce Duplicate MailingsIn connection with the Company’s annual meeting of stockholders, the Company is required to send to each stockholder of record a Notice or a Proxy Statement and annual report and to arrange for a Notice or a Proxy Statement and annual report to be sent to each beneficial stockholder whose shares are held by or in the name of a broker, bank trust or other nominee. Because many stockholders hold shares of Common Stock in multiple accounts, this process would result in duplicate mailings of Notices or Proxy Statements and annual reports to stockholders who share the same address. To avoid this duplication, unless the Company receives instructions to the contrary from one or more of the stockholders sharing a mailing address, only one Notice or Proxy Statement and annual report will be sent to each address. Stockholders may, on their own initiative, avoid receiving duplicate mailings and save the Company the cost of producing and mailing duplicate documents as follows:Stockholders of Record.If your shares are registered in your own name and you are interested in consenting to the delivery of a single Notice or Proxy Statement and annual report, toyou may enroll in the electronic delivery service goby going directly to the website of our transfer agent’s websiteagent, American Stock Transfer & Trust Company, atwww.amstock.comhttps://www.astfinancial.com anytime and followfollowing the instructions.Beneficial Stockholders.If your shares are not registered in your own name, your broker, bank trust or other nominee that holds your shares may have asked you to consent to the delivery of a single Notice or Proxy Statement and annual report if there are other Las Vegas Sands Corp. stockholders who share an address with you. If you currently receive more than one Notice or Proxy Statement and annual report at your household and would like to receive only one copy of each in the future, you should contact your nominee.Right to Request Separate Copies.If you consent to the delivery of a single Notice or Proxy Statement and annual report, but later decide that you would prefer to receive a separate copy of the Notice or Proxy Statement orand annual report, as applicable, for each stockholder sharing your address, then please notify us or your nominee, as applicable, and we or they will promptly deliver such additional Notices or Proxy Statements orand annual reports. If you wish to receive a separate copy of the Notice or Proxy Statement orand annual report for each stockholder sharing your address in the future, you may contact our transfer agent, American Stock Transfer & Trust Company, directly by telephone at 1-800-937-5449 or by visiting its website atwww.amstock.comhttps://www.astfinancial.com and following the instructions.Important Notice about SecurityAll meeting attendees may be asked to present a valid, government-issued photo identification (federal, state or local), such as a driver’s license or passport, and proof of beneficial ownership if you hold your shares through a broker, bank or other nominee before entering the meeting. Attendees may be subject to security inspections. Video and audio recording devices and other electronic devices will not be permitted at the meeting.3SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENTThe following table sets forth information as of March 31, 2015April 9, 2018 as to the beneficial ownership of our Common Stock, in each case, by: Beneficial Ownership(1) Shares Percent (%) 78,535,327 9.8 % 329,006,805 41.3 6,713,789 * 87,718,919 11.0 87,718,918 11.0 617,508 * 12,185 * 4,485 * 195,995 * 61,750 * 70,188 * 248,076,664 31.1 — * 214,483 * — * 984 * 5,690 * 567,653 * — * 80,365,852 10.1 % * Less than 1%.Beneficial Ownership(1)Name of Beneficial Owner(2) Percent (%) Sheldon G. Adelson(3)(4)79,007,140 [10.0 %] Dr. Miriam Adelson(3)(5)328,167,510 [41.6 ] General Trust under the Sheldon G. Adelson 2007 Remainder Trust(3)(6)87,718,919 [11.1 ] General Trust under the Sheldon G. Adelson 2007 Friends and Family Trust(3)(7)87,718,918 [11.1 ] Robert G. Goldstein(8)1,127,057 * Patrick Dumont(9)200,000 * Lawrence A. Jacobs — * Irwin Chafetz(3)(10)252,818,702 [32.0 ] Micheline Chau(11)9,233 * Charles D. Forman(12)206,987 * Steven L. Gerard(13)9,106 * George Jamieson(14)10,476 * Charles A. Koppelman(15)12,366 * Lewis Kramer(16)3,677 * David F. Levi(17)10,363 * All current executive officers and current directors of our Company, taken together (12 persons)(18)80,671,513 [10.2 %] ____________________* Less than 1%.(1)A person is deemed to be a “beneficial owner” of a security if that person has or shares voting power, which includes the power to vote or direct the voting of such security, or investment power, which includes the power to dispose of or to direct the disposition of such security. A person is also deemed to be a beneficial owner of any securities of which that person has a right to acquire beneficial ownership within 60 days. Securities that can be so acquired are deemed to be outstanding for purposes of computing such person’s ownership percentage, but not for purposes of computing any other person’s percentage. Under these rules, more than one person may be deemed a beneficial owner of the same securities and a person may be deemed to be a beneficial owner of such securities as to which such person has no economic interest. Except as otherwise indicated in these footnotes, each of the beneficial owners has, to our knowledge, the sole voting and investment power with respect to the indicated shares of Common Stock. Percentages are based on 798,636,267[789,093,268] shares issued and outstanding at the close of business on March 31, 2015April 9, 2018 (including unvested shares of restricted stock, but excluding treasury shares), plus any shares of our Common Stock underlying options held by all individuals listed on the table that are vested and exercisable or will become vested and exercisable within 60 days.exercisable.
(2) |
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(3) | Sheldon G. Adelson, Dr. Miriam Adelson, |
(4) | This amount includes (a) |
(5) | This amount includes (a) 93,779,145 shares of our Common Stock held |
(6) |
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This amount includes 87,718,919 shares of our Common Stock held by the General Trust under the Sheldon G. Adelson 2007 Remainder Trust. |
This amount includes 87,718,918 shares of our Common Stock held by the General Trust under the Sheldon G. Adelson 2007 Friends and Family Trust. |
This amount includes (a) |
This amount includes |
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This amount includes (a) |
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This amount includes (a) |
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This amount includes (a) |
(13) | This amount includes (a) 4,957 shares of our Common Stock held by Mr. Gerard, (b) 1,547 unvested shares of restricted stock and (c) options to purchase |
This amount |
This amount includes |
(16) | This amount includes (a) 1,547 unvested shares of restricted stock held by Mr. Kramer and (b) options to purchase 2,130 shares of our Common Stock that are vested and exercisable. |
(17) | This amount includes (a) 3,957 shares of our Common Stock held by Mr. Levi, (b) 1,547 unvested shares of restricted stock and (c) options to purchase 4,859 shares of our Common Stock that are vested and exercisable. |
(18) | This amount includes 43,783 unvested shares of restricted stock and options to purchase |
Board may designate. Name (Age), Principal Occupation and Other Directorships Name (Age), Principal Occupation and Other Directorships Ms. Chau has been a Mr. Sheldon G. Adelson, Charles D. Forman Mr. Forman has been a Name (Age), Principal Occupation and Other Directorships Steven L. Gerard Mr. Gerard has been a Robert G. Goldstein Mr. Goldstein has been the Company’s President and Chief Operating Officer and a member of the Board of Directors since January 2015. He previously served as the Company’s George Jamieson Mr. Jamieson has been a Charles A. Koppelman Mr. Koppelman has been a NYSE Listing Standards.As required by the NYSE’s corporate governance rules, the Company’s Board currently has a majority of independent directors. In addition, all of the members of the Company’s Audit Committee, Compensation Committee, Nominating and Governance Committee and Compliance Committee (as further described below) are independent directors. Committee also reviews the adequacy of our internal control systems with management and the independent registered public accounting firm and Oversight” and its cyber security program. Compensation Committee Interlocks and Insider Participation. our Audit Committee Charter; our Compensation Committee Charter; our Nominating and Governance Committee Charter; our Compliance Committee Charter; our Corporate Governance Guidelines; our Code of Business Conduct and Ethics; our Anti-Corruption Copies of each of these documents are available on our website at the ethical standards and integrity of the candidate in personal and professional dealings; the independence of the candidate under legal, regulatory and other applicable standards; the diversity of the existing Board, so that a body of directors from diverse professional and personal backgrounds is maintained; whether the skills and experience of the candidate will complement the number of other public company boards of directors on which the candidate serves or intends to serve, with the expectation the ability and willingness of the candidate to dedicate sufficient time, energy and attention to ensure the diligent performance of his or her Board duties; the ability of the candidate to read and understand fundamental financial statements and understand the use of financial ratios and information in evaluating the financial performance of the Company; the willingness of the candidate to be accountable for his or her decisions as a director; the ability of the candidate to provide wise and thoughtful counsel on a broad range of issues; the ability and willingness of the candidate to interact with other directors in a manner that encourages responsible, open, challenging and inspired discussion; whether the candidate has a history of achievements that reflects high standards; the ability and willingness of the candidate to be committed to, and enthusiastic about, his or her performance for the Company as a director, both in absolute terms and relative to his or her peers; whether the candidate possesses the courage to express views openly, even in the face of opposition; the ability and willingness of the candidate to comply with the duties and responsibilities set forth in the Company’s Corporate Governance Guidelines and by-laws; the ability and willingness of the candidate to comply with the duties of care, loyalty and confidentiality applicable to directors of publicly traded corporations organized in the Company’s jurisdiction of incorporation; the ability and willingness of the candidate to adhere to the Company’s Code of Business Conduct and Ethics, including the policies on conflicts of interest expressed therein; and such other attributes of the candidate and external factors as the Board deems appropriate.5BOARD OF DIRECTORSOur Board currently has 11eleven directors, divided into three classes, designated as Class I, Class II and Class III. Members of each class serve for a three-year term. Stockholders elect one class of directors at each annual meeting. The term of office of the current Class II directors will expire at the 20152018 annual meeting. The term of office of the current Class IIII directors will be subject to renewalexpire in 2016,2020 and the term of office of the current Class IIII directors will be subject to renewalexpire in 2017.2019. Each director holds office until his or her successor has been duly elected and qualified or the director’s earlier resignation, death or removal.We have nominated four individualsIn the event the Charter Amendment is approved, our stockholders will be asked to consider eleven nominees to serve as Class II directors: Jason N. Ader,directors for a one-year term: Sheldon G. Adelson, Robert G. Goldstein, Patrick Dumont, Irwin Chafetz, Micheline Chau, MichaelCharles D. Forman, Steven L. Gerard, George Jamieson, Charles A. Leven,Koppelman, Lewis Kramer and David F. Levi. In the event the Charter Amendment is not approved, our stockholders will be asked to consider the reelection of our current Class II directors for a three-year term ending in 2021: Micheline Chau, Patrick Dumont and David F. Levi.Each of the nominees is a current director of the Company who has indicated thathe or she or he will serve if elected. We do not anticipate that any of the nominees will be unable or unwilling to stand for election,serve, if elected, but if that happens, your proxy will be votedit is the intention of the persons named in the proxies to select and cast their votes for anotherthe election of such other person nominated byor persons as the Board.In addition to the specific professional experience of our directors, we chose our directors because they are highly accomplished in their respective fields, insightful and inquisitive. In addition, we believe each of our directors possesses sound business judgment and is highly ethical. While we do not have a formal diversity policy, we consider a wide range of factors in determining the composition of our Board, including professional experience, skills, education, training and background.The nominees for election for a three-year term ending in 2018Below are the backgrounds of the director-nominees and their backgrounds are as follows:current class membership: FirstBecame aDirector Class Jason N. Ader (47) 20092004 IIIIIJason N. AderMr. Adelson has been Chairman of the Board, Chief Executive Officer, Treasurer and a directorDirector of the Company since April 2009. Mr. Ader serves asAugust 2004. He has been chairman of the board, chief executive officer and a director of SpringOwl Asset ManagementLas Vegas Sands, LLC an SEC-registered investment management firm that he founded in October 2013.(or its predecessor, Las Vegas Sands, Inc.) since April 1988 when it was formed to own and operate the former Sands Hotel and Casino. Mr. Ader also servesAdelson has served as the chairman of the board of directors of the Company’s subsidiary, Sands China Ltd., since August 2009 and as its chief executive officer of Ader Investment Management LLC, a single family office that he founded in 2003. Mr. Ader is also Executive Chairman of MD Insider, Inc., which position he was appointed to in Februarysince January 2015. Mr. AderAdelson also created and developed The Sands Expo and Convention Center, the first privately owned convention center in the United States, which was transferred to the Company in July 2004. In addition, Mr. Adelson serves as an officer and/or director of several of our other subsidiaries. His business career spans more than seven decades and has included creating and developing to maturity more than 50 different companies. Mr. Adelson has extensive experience in the convention, trade show, and tour and travel businesses. He created and developed the COMDEX Trade Shows, including the COMDEX/Fall Trade Show, which was the founderworld’s largest computer show in the 1990s. He has been the president and chairman of Interface Group Holding Company, Inc. and its predecessors since the entity that controls Adelie Food Holdings Ltd.,mid-1970s and is a food productsmanager of Interface Group-Massachusetts, LLC and was president of its predecessors since 1990. Mr. Adelson has earned multiple honorary degrees and has been a guest lecturer at various colleges and universities, including the University of New Haven, Harvard Business School, Columbia Business School, Tel Aviv University and Babson College. Among his numerous awards for his business basedand philanthropic work are the Armed Forces Foundation’s Patriot Award, the Hotel Investment Conference’s Innovation Award and the Woodrow Wilson Award for Corporate Citizenship, and induction into the American Gaming Association’s Hall of Fame. Mr. Adelson’s extensive business experience, including his experience in the United Kingdom, which business was sold in March 2015. Mr. Ader also founded Western Liberty Bancorp and served as its chairman and chief executive officer from July 2007 to October 2010 and as a director from June 2007 to October 2012. From 1995 to 2003, Mr. Ader was a Senior Managing Director at Bear, Stearns & Co., Inc. From 1993 to 1995, Mr. Ader served as a Senior Analyst at Smith Barney covering the gaming industry. From 1990 to 1993, Mr. Ader served as a buy-side analyst at Baron Capital, where he covered the hospitality and gaming industries. Mr. Ader is a member of the Advisory Board of New York University’s Center for Hospitality, Travelmeetings, incentives, convention and Tourism. Mr. Ader’s extensive investment banking and merchant banking experienceexposition businesses, and his in-depth knowledge about the hospitalityrole as our Chief Executive Officer and casino industriesTreasurer, led the Board to conclude that he shouldwould be a valuable member of our Board of Directors. 6FirstBecame aDirectorClass Irwin Chafetz (82) 2005 III Mr. Chafetz has been a Director of the Company since February 2005. He was a director of Las Vegas Sands, Inc. from February until July 2005. Mr. Chafetz is a manager of The Interface Group, LLC, a Massachusetts limited liability company that controls Interface Group-Massachusetts, LLC. Mr. Chafetz has been associated with Interface Group-Massachusetts, LLC and its predecessors since 1972. From 1989 to 1995, Mr. Chafetz was a vice president and director of Interface Group-Nevada, Inc., which owned and operated trade shows, including COMDEX, and also owned and operated The Sands Expo and Convention Center. From 1989 to 1995, Mr. Chafetz was also vice president and a director of Las Vegas Sands, Inc. Mr. Chafetz has served on the boards of directors of many charitable and civic organizations and is a member of the board of trustees at Suffolk University and a former member of the dean’s advisory council at Boston University School of Management. Mr. Chafetz’s extensive experience in the hospitality, trade show and convention businesses, as well as his experience as a former executive of our predecessor company, led the Board to conclude that he would be a valuable member of our Board of Directors. Micheline Chau (62)(65) 2014 II directorDirector of the Company since October 2014. She served as the president, chief operating officer and executive director of Lucasfilm Ltd., a film and entertainment company, from 2003 to 2012 and as its chief financial officer from 1991 to 2003. Before that, Ms. Chau held other executive-level positions in various industries, including retail, restaurant, venture capital and financial services. She currently also serves on the board of directors of Dolby Laboratories, Inc., an audio, imaging and communications company, since February 2013 and was a member of the board of directors of Red Hat, Inc., a provider of open-source software solutions, from November 2008 to August 2012. Ms. Chau also serves on the boards of directors of several private and nonprofit entities, including as Chair of the California HealthCare Foundation. Ms. Chau’s extensive and varied business experience, including as an executive at Lucasfilm Ltd., and her experience as a director of other public companies led the Board to conclude that she shouldwould be a valuable member of our Board of Directors. Name (Age), Principal Occupation and Other DirectorshipsFirstBecame aDirectorClassMichael A. Leven (77)20042017 II LevenDumont has been a directorDirector of the Company since August 2004. HeApril 2017. Mr. Dumont has been the Company’s Executive Vice President and Chief Financial Officer since March 2016 and was our Senior Vice President, Finance and Strategy from September 2013 through March 2016. In addition, Mr. Dumont has served as the Company’s President and Chief OperatingPrincipal Financial Officer from March 2009 until December 2014, and as its Secretary fromsince February 23, 2016. From June 2010 until December 2014.August 2013, Mr. Leven also currently serves as a director of the Company’s subsidiary, Sands China Ltd. Since January 2015, Mr. Leven hasDumont served as the Chief Executive OfficerCompany’s Vice President, Corporate Strategy. Mr. Dumont is the son-in-law of Georgia Aquarium. He previously served as Georgia Aquarium’s Chief Executive Officer from September 2008 until he joined our Company in March 2009. From January 2006 through September 2008, Mr. Leven was the Vice Chairman of the Marcus Foundation, Inc., a non-profit foundation. Until July 2006, Mr. Leven was the Chairman, Chief Executive Officer and President of U.S. Franchise Systems, Inc., the company he founded in 1995 that developed and franchised the Microtel Inns & Suites and Hawthorn Suites hotel brands. He was previously the president and chief operating officer of Holiday Inn Worldwide, president of Days Inn of America, and president of Americana Hotels. Mr. Leven currently serves as a trustee of Hersha Hospitality Trust, a real estate investment trust, and has served as its trustee or trustee emeritus since 2001. Mr. Leven serves on many other non-profit boards. Mr. Leven’s extensive experience in the hospitality industry, including as an executive officer and director of several other hospitality companies, and his many years as our President and Chief Operating Officer led the Board to conclude that he should be a member of our Board of Directors.David F. Levi (63)2015IIMr. Levi has been a director of the Company since January 2015. He has served as the Dean and Professor of Law at Duke University Law School since July 2007. He served as the Chief United States District Judge for the Eastern District of California from May 2003 until June 2007. He took the oath of office as a United States District Judge in November 1990. He also served as the Presidentially appointed United States Attorney for the Eastern District of California from 1986 until November 1990. He was a member of the Attorney General’s Advisory Committee of U.S. Attorneys and served as chair of the public corruption sub-committee. Prior to his appointment as United States Attorney, he served as an assistant United States Attorney for the Eastern District of California. In 2004 he was elected to the Council of the American Law Institute. He is an elected fellow of the American Academy of Arts and Sciences. He served as chair of two judicial conference committees by appointment of the Chief Justice. He was named Chair of the Civil Rules Advisory Committee in 2000 and Chair of the Standing Committee on the Rules of Practice and Procedure in 2003 where he served in that capacity until 2007. Mr. Levi’s extensive legal, judicial, academic and administrative experience, including as a Federal judge and the dean of a major law school, led the Board to conclude that he should be a member of our Board of Directors.The other members of the Board who will continue to serve following our 2014 annual meeting are as follows:Name (Age), Principal Occupation and Other DirectorshipsFirstBecame aDirectorClass(81)2004IIIMr. Adelson has been Chairman of the Board, Chief Executive Officer, Treasurer and a director of the Company since August 2004. He has beenCompany’s Chairman of the Board, Chief Executive Officer and a director of Las Vegas Sands, LLC (or its predecessor, Las Vegas Sands, Inc.) since April 1988 when it was formed to own and operate the former Sands Hotel and Casino.Treasurer. Mr. Adelson has served as the Chairman of the Board of Directors of the Company’s subsidiary, Sands China Ltd., since August 2009 and as its chief executive officer since January 2015. Mr. Adelson also created and developed The Sands Expo and Convention Center, the first privately owned convention center in the United States, which was transferred to the Company in July 2004. In addition, Mr. Adelson serves as an officer and/or director of several of our other subsidiaries. His business career spans nearly seven decades and has included creating and developing to maturity more than 50 different companies. Mr. Adelson has extensiveDumont’s experience in the convention, trade show, and tour and travel businesses. He created and developed the COMDEX Trade Shows, including the COMDEX/Fall Trade Show, which was the world’s largest computer show in the 1990s. He has been the President and Chairman of Interface Group Holding Company, Inc. and its predecessors since the mid-1970s and is a manager of Interface Group-Massachusetts, LLC and was President of its predecessors since 1990. Mr. Adelson has earned multiple honorary degrees and has been a guest lecturer at various colleges and universities, including the University of New Haven, Harvard Business School, Columbia Business School, Tel Aviv University and Babson College. Among his numerous awards for his business and philanthropic work are the Armed Forces Foundation’s Patriot Award, the Hotel Investment Conference’s Innovation Award, the Woodrow Wilson Award for Corporate Citizenship and induction into the American Gaming Association’s Hall of Fame. Mr. Adelson’s extensive business experience, including his experience in the hospitality and meetings, incentives convention and exposition businesses,corporate finance and his role as our Chief Executive Officerpositions and Treasurer,tenure with the Company led the Board to conclude that he shouldwould be a valuable member of our Board of Directors. Irwin Chafetz (79)2005IIIMr. Chafetz has been a director of the Company since February 2005. He was a director of Las Vegas Sands, Inc. from February until July 2005. Mr. Chafetz is a Manager of The Interface Group, LLC, a Massachusetts limited liability company that controls Interface Group-Massachusetts, LLC. Mr. Chafetz has been associated with Interface Group-Massachusetts, LLC and its predecessors since 1972. From 1989 to 1995, Mr. Chafetz was a Vice President and director of Interface Group-Nevada, Inc., which owned and operated trade shows, including COMDEX, and also owned and operated The Sands Expo and Convention Center. From 1989 to 1995, Mr. Chafetz was also Vice President and a director of Las Vegas Sands, Inc. Mr. Chafetz has served on the boards of directors of many charitable and civic organizations and is a member of the Board of Trustees at Suffolk University and a former member of the Dean’s Advisory Council at Boston University School of Management. Mr. Chafetz’s extensive experience in the hospitality, trade show and convention businesses, as well as his experience as a former executive of our predecessor company, led the Board to conclude that he should be a member of our Board of Directors.(68)(71) 2004 I directorDirector of the Company since August 2004. He has been a director of Las Vegas Sands, LLC (or its predecessor, Las Vegas Sands, Inc.) since March 2004. In addition, he has served as a member of the Boardboard of Directorsdirectors of the Company’s subsidiary, Sands China Ltd., since May 2014. Mr. Forman served as Chairmanchairman and Chief Executive Officerchief executive officer of Centric Events Group, LLC, a trade show and conference business from April 2002 until his retirement upon the sale of the business in 2007. From 2000 to 2002, he served as a director of a private company and participated in various private equity investments. During 2000, he was Executive Vice Presidentexecutive vice president of International Operationsinternational operations of Key3Media, Inc. From 1998 to 2000, he was Chief Legal Officerchief legal officer of ZD Events Inc., a tradeshow business that included COMDEX. From 1995 to 1998, Mr. Forman was Executive Vice President, Chief Financialexecutive vice president, chief financial and Legal Officerlegal officer of Softbank Comdex Inc. From 1989 to 1995, Mr. Forman was Vice Presidentvice president and General Counselgeneral counsel of The Interface Group, a tradeshow and convention business that owned and operated COMDEX. Mr. Forman was in private law practice from 1972 to 1988. Mr. Forman is a member of the Boardboard of Trusteestrustees of The Dana-Farber Cancer Institute.Institute and treasurer and a director of Nantucket Jewish Cemetery, Inc. Mr. Forman’s extensive experience in the hospitality, trade show and convention businesses led the Board to conclude that he shouldwould be a valuable member of our Board of Directors. 7 FirstBecame aDirector Class (69)(72) 2014 I directorDirector of the Company since July 2014. He has served as the chief executive officer and a director of CBIZ, Inc., a provider of integrated business services and products, sincefrom October 2000 until his retirement in March 2016, and continues to serve as the chairman of its board of directors, a position he has held since October 2002. Mr. Gerard was chairman and chief executive officer of Great Point Capital, Inc., a provider of operational and advisory services from 1997 to October 2000. From 1991 to 1997, he was chairman and chief executive officer of Triangle Wire & Cable, Inc. and its successor, Ocean View Capital, Inc. Mr. Gerard’s prior experience includes 16 years with Citibank, N.A. in various senior corporate finance and banking positions. Further, Mr. Gerard served seven years with the American Stock Exchange, where he last served as Vice Presidentvice president of the Securities Division.securities division. Mr. Gerard also serves on the Boardsboard of Directorsdirectors of Lennar Corporation, a home builder, and had served on the board of directors of Joy Global, Inc., a manufacturer and servicer of mining equipment. Mr. Gerard’s extensive executive experience and service as a director of other public companies led the Board to conclude that he shouldwould be a valuable member of our Board of Directors. (59)(62) 2015 III Executive Vice President and President of Global Gaming Operations from January 2011 until December 2014, and the Company’s Executive Vice President of our Company sincefrom July 2009. He served as2009 until December 2014, and the Senior Vice President of our CompanyCompany’s Secretary from August 2004 until July 2009.2016 to November 2016. He had been the Executive Vice President of Las Vegas Sands, LLC (or its predecessor, Las Vegas Sands, Inc.) since July 2009 and was its Senior Vice President from December 1995 until July 2009. He served as the President and Chief Operating Officer of The Venetian from 1999 through 2010 and The Palazzo from its opening in 2007 through 2010. From 1992 until joining our Company in December 1995, Mr. Goldstein was the Executive Vice President of Marketinghas held other senior executive positions at the Sands Hotel in Atlantic City as well as an Executive Vice President of the parent Pratt Hotel Corporation.Company and its subsidiaries since 1995. Mr. Goldstein has served as a member of the Boardboard of Directorsdirectors of our Company’s subsidiary, Sands China Ltd., since May 2014, and as its interim President sincepresident from January 2015 through October 2015. From 1992 until joining the Company in December 1995, Mr. Goldstein was the executive vice president of marketing at the Sands Hotel in Atlantic City, as well as an executive vice president of the parent Pratt Hotel Corporation. He served on the board of directors of Remark Media, Inc., a global digital media company, from May 2015 to March 2017. Mr. Goldstein’s extensive experience in the hospitality and gaming industries, including as a senior executive officer of our Company (or its predecessors) since 1995, as well as his current position as our President and Chief Operating Officer, led the Board to conclude that he shouldwould be a valuable member of our Board of Directors. (78) 2014 I directorDirector of the Company since June 2014. He is a certified public accountant and a retired partner of PricewaterhouseCoopers LLP. He served in various positions at PricewaterhouseCoopers LLP (or predecessor firms) in various capacities from 1964 until 1997. Mr. Jamieson is a member of the American Institute of Certified Public Accountants. He serves as chairman of the finance committee and a member of the board of trustees of Colby-Sawyer College and recently retired as a member of the executive committee of the board of directors of the American Liver Foundation and has served on the boards of directors of many other charitable and civic organizations.Foundation. Mr. Jamieson’s extensive experience in the accounting profession, including his experience auditing public companies and his international experience, as well as his service on the boards of directors of charitable and civic organizations led the Board to conclude that he shouldwould be a valuable member of our Board of Directors. (75)(78) 2011 III directorDirector of the Company since October 2011. Mr. Koppelman currently serves as Chairmanchairman and Chief Executive Officerchief executive officer of CAK Entertainment, Inc., an entertainment consultant and brand development firm founded in 1997. From 2005 to 2011, Mr. Koppelman served as Executive Chairmanexecutive chairman and Principal Executive Officerprincipal executive officer of Martha Stewart Living Omnimedia, Inc. and served as a director of the company from 2004 to 2011. From 1990 to 1994, he served first as Chairmanchairman and Chief Executive Officerchief executive officer of EMI Music Publishing and then from 1994 to 1997 as Chairmanchairman and Chief Executive Officerchief executive officer of EMI Records Group, North America. He has served as a director of Six Flags Entertainment Corp. sincefrom May 2010 where he serves on the audit committee and the compensation committee.to November 2016. Mr. Koppelman is also a former director of Steve Madden Ltd., and served as Chairmanchairman of the Boardboard of that company from 2000 to 2004. Mr. Koppelman’s extensive executive experience, including in the entertainment industry, and his experience as a director of other public companies led the Board to conclude that he shouldwould be a valuable member of our Board of Directors. 8Name (Age), Principal Occupation and Other Directorships FirstBecame aDirectorClass Lewis Kramer (70) 2017 I Mr. Kramer has been a Director of the Company since April 2017. Mr. Kramer was a partner at Ernst & Young LLP from 1981 until he retired in June 2009 after a nearly 40-year career at Ernst & Young LLP. At the time of his retirement, Mr. Kramer served as the global client service partner for worldwide external audit and all other services for major clients, and served on the firm’s United States executive board. He previously served as Ernst & Young LLP’s national director of audit services. Mr. Kramer has served on the board of directors of L3 Technologies, Inc., since 2009. Mr. Kramer’s extensive financial and business knowledge gained while serving as an independent auditor for organizations across diverse industries and his experience as a director of a public company and non-profit organizations led the Board to conclude that he would be a valuable member of our Board of Directors. David F. Levi (66) 2015 II Mr. Levi has been a Director of the Company since January 2015. He has served as the dean and professor of law at Duke University School of Law since July 2007. He served as the chief United States district judge for the Eastern District of California from May 2003 until June 2007. He took the oath of office as a United States district judge in November 1990. He also served as the presidentially appointed United States attorney for the Eastern District of California from 1986 until November 1990. He was a member of the Attorney General’s advisory committee of U.S. attorneys and served as chair of the public corruption sub-committee. Prior to his appointment as United States attorney, he served as an assistant United States attorney for the Eastern District of California. In 2004, he was elected to the Council of the American Law Institute and is currently the president of that organization. He is an elected fellow of the American Academy of Arts and Sciences and a member of the board of the National Parks Conservation Association. He served as chair of two judicial conference committees by appointment of the chief justice. He was named chair of the civil rules advisory committee in 2000 and chair of the standing committee on the Rules of Practice and Procedure in 2003, where he served in that capacity until 2007. Mr. Levi’s extensive legal, judicial, academic and administrative experience, including as a Federal judge and the dean of a major law school, led the Board to conclude that he would be a valuable member of our Board of Directors. Family RelationshipsMr. Adelson is the father-in-law of Patrick Dumont, the Company’s Executive Vice President and Chief Financial Officer. There is no other family relationship between any of the directors or executive officers of the Company.9INFORMATION REGARDING THE BOARD OF DIRECTORS AND BOARD AND OTHER COMMITTEESBoardBoardAlthough the Company qualifies as a “controlled company” because Mr. Adelson, his wife and trusts and other entities for the benefit of the Adelsons and their family members control more than 50 percent of the voting power of the Company’s Common Stock, the Board has determined that it will not take advantage of the exemptions provided under the NYSE governance rules for “controlled companies.”Independent Directors.The Board has determined that six of the 11eleven current members of the Board, namely Mr. Ader, Ms. Chau Mr.and Messrs. Gerard, Mr. Jamieson, Mr. Koppelman, Kramer and Mr. Levi, satisfy the criteria for independence under applicable rules promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”“Exchange Act”), and the NYSE corporate governance rules. In making its determinations, the Board reviewed all the relevant facts and circumstances, the standards set forth in our Corporate Governance Guidelines, the NYSE rules and other applicable laws and regulations.Two of our outside directors, Messrs. Chafetz and Forman, have business and personal relationships with our controlling stockholder, Mr. Adelson. Mr. Chafetz was a stockholder, vice president and director of the entity that owned and operated the COMDEX trade show and The Sands Expo and Convention Center, which were created and developed by Mr. Adelson. Mr. Forman was Vice Presidentvice president and General Counselgeneral counsel of this entity. Mr. Chafetz also is a trustee of several trusts for the benefit of Mr. Adelson’s family members that beneficially own shares of our Common Stock. For additional information, see “Proxy and Voting Information — How You Can Vote” and “Principal Stockholders”“Security Ownership of Certain Beneficial Owners and Management” above. These relationships with Mr. Adelson also include making joint investments and other significant financial dealings. As a result, Messrs. Adelson, Chafetz and Forman may have their financial interests aligned and, therefore, the Board does not consider Messrs. Chafetz and Forman to be independent directors.Mr. Leven served as the Company’s President and Chief Operating Officer until December 31, 2014. Therefore, he does not qualify as an independent director under applicable SEC and NYSE rules.Board Meetings.The Board held 12eight meetings and did not actacted by written consent five times during 2014.2017. The work of the Company’s directors is performed not only at meetings of the Board and its committees, but also by consideration of the Company’s business through the review of documents and in numerous communications among Board members and others. In 2014,2017, all directors except for Mr. Chaltiel, attended at least 75% of the aggregate of all meetings of the Board and committees on which they served during the periods in which they served.Annual Meeting.Our directors are encouraged to attend each annual meeting of stockholders and all of our directors then serving on the Board attended our 20142017 annual meeting of stockholders held on June 4, 2014, except for Mr. Koo and Mr. Siegel, whose terms as directors were ending, Mr. Chaltiel and Mr. Schwartz.8, 2017.Board CommitteesStanding and Other Committees.Our Board has four standing committees: an audit committee (the“Audit “Audit Committee”), a compensation committee (the“Compensation “Compensation Committee”), a nominating and governance committee (the“Nominating “Nominating and Governance Committee”) and a compliance committee (the“Compliance “Compliance Committee”). In addition, the Board established a COO Search Committee in December 2012.Audit Committee.The Audit Committee operates under a written charter. The primary purpose of the Audit Committee is to assist the Board in monitoring the integrity of our financial statements, our independent registered public accounting firm’s qualifications and independence, the performance of our internal audit function, and the compliance of our independent registered public accounting firm and our complianceCompany with legal and regulatory requirements. Among other things, our Audit Committee selects our independent registered public accounting firm and reviews with such firm the plan, scope and results of our annual audit, and the fees for the services performed. The Audit internal auditors the adequacy of internal control systems, receives internal audit reports, and subsequently reports its findings to the full Board. In addition, the Audit Committee is charged with reviewing related party transactions as further described below under “Corporate Governance — Related Party Transactions” and with overseeing the Company’s enterprise risk management as further described below under “Corporate Governance — The Board’s Role in Risk Oversight.” The Audit Committee also oversees the Company’s responses to designated stockholder derivative actions.10The current members of our Audit Committee are George Jamieson (Chair), Jason N. Ader and Steven L. Gerard.Gerard and Lewis Kramer. The Board has determined that Messrs. Jamieson, AderGerard and GerardKramer are each independent under applicable NYSE and federal securities rules and regulations on independence of Audit Committee members. The Board has determined that each of the members of the Audit Committee is “financially literate” and that Mr. Jamieson qualifies as an “audit committee financial expert,” as defined in the NYSE’s listing standards and federal securities rules and regulations. The Audit Committee held 13ten meetings and did not act by written consent during 2014.2017. The Audit Committee’s activities also are undertaken by numerous discussions and other communications among its members and others.Compensation Committee.The Compensation Committee operates under a written charter pursuant to which it has direct responsibility for the compensation of our executive officers. The Compensation Committee has the authority to setapprove salaries, bonuses and other elements of employment and to approve employment agreements for our executive officers and certain other highly compensated employees. The Compensation Committee also may delegate its authority to the extent permitted by the Board, the Compensation Committee charter, our by-laws, state law and NYSE regulations. In addition, the Compensation Committee has the authority to approve employee benefit plans as well as to administer our 2004 Equity Award Plan.Plan (Amended and Restated) (the “2004 Equity Award Plan”), our equity award plan under which we grant stock options and other equity awards, and our Executive Cash Incentive Plan, our short-term incentive plan under which we provide short-term incentive compensation awards. The Compensation Committee also is involved in the Company’s enterprise risk management process as further described below under “Corporate Governance — The Board’s Role in Risk Oversight” and “Corporate Governance — 20142017 Executive Compensation Risk Assessment.”The current members of the Compensation Committee are Steven L. Gerard (member as of July 15, 2014; Chair as of January 29, 2015)(Chair), Micheline Chau (as of October 22, 2014) and Charles A. Koppelman. The Compensation Committee held ninefive meetings and acted by written consent oncethree times during 2014.2017. Additional information about the Compensation Committee, its responsibilities and its activities is provided below under “Compensation Discussion and Analysis.”Nominating and Governance Committee.The Nominating and Governance Committee operates under a written charter and has the authority to, among other things, review and make recommendations regarding the composition of the Board and its committees; develop and implement policies and procedures for the selection of Board members; identify individuals qualified to become Board members; and select, or recommend that the Board select, director nominees. The Nominating and Governance Committee also is responsible for assessing, developing and making recommendations to the Board with respect to Board effectiveness and related corporate governance matters, including corporate governance guidelines and procedures intended to organize the Board appropriately;appropriately, and overseeing the evaluation of the Board and management. The current members of the Nominating and Governance Committee are David F. Levi (member and Chair as of January 29, 2015)(Chair), Jason N. Ader and Charles A. Koppelman.Koppelman and Lewis Kramer. The Nominating and Governance Committee held sixfive meetings and did not actacted by written consent one time during 2014.2017.Compliance Committee.The Compliance Committee was established by the Board in December 2013 and operates under a written charter. The Compliance Committeecharter and assists the Board in overseeing our Company’s compliance program with respect to: (a)to compliance with the laws and regulations applicable to the Company’s business, including gaming laws;laws, and (b) compliance with the Company’s Code of Business Conduct and Ethics, its Anti-Corruption Policy, Including Guidelines on TravelReporting and Entertainment Expenses and Customer Complimentaries for Government Officials, its Statement on Reporting Ethical Violations, itsNon-Retaliation Policy, anti-money laundering policies, and related policies and procedures applicable to the Company’s team members, officers, directors and other agents. The current members of the Compliance Committee are Charles A. Koppelman (Chair), Micheline Chau, (as of October 22, 2014), Steven L. Gerard and David F. Levi (as of January 29, 2015).Levi. The Compliance Committee held sevenfour meetings and did not act by written consent during 2014.2017.COO Search Committee. The COO Search Committee was established in December 2012 to oversee the search for the Company’s new President and Chief Operating Officer and recommend a candidate to the Board for its consideration and approval. The COO Search Committee operated under a written charter and was dissolved in January 2015. The members of the COO Search Committee were Charles A. Koppelman (Chair), Irwin Chafetz (as of July 15, 2014), Victor Chaltiel (until August 24, 2014), Charles D. Forman and Jeffrey H. Schwartz (until November 19, 2014). The members of the Compensation Committee during 2014 were Jason N. Ader (until October 22, 2014), Victor Chaltiel (until August 24, 2014), Micheline Chau (as of October 22, 2014), Steven L. Gerard (as of July 15, 2014), George P. Koo (until June 4, 2014), Charles A. Koppelman and Jeffrey H. Schwartz (until November 19, 2014). None of the individuals who served as a member of our Compensation Committee during 20142017 is, or has been, an employee or officer of the Company. None of our executive officers serves,serve, or in the past year served, as a member of the Boardboard of directors or Compensation Committeecompensation committee of any entity that has one or more executive officers who serve on our Board or Compensation Committee.Other Non-Board CommitteeOperational Compliance Committee. The Company has an operational compliance committee (the “Operational“Operational Compliance Committee”Committee”) that operates under a written regulatory Compliance Committee Plan.Program approved by the Nevada Gaming Control Board. The Company created the Operational Compliance Committee to exercise its best efforts to identify and evaluate situations arising in the course of the Company’s businesses, wherever conducted, which may have an adverse effect upon its objectives or those of gaming control and thereby cause concern to any gaming authority. The Operational Compliance Committee monitors the Company’s activities so as to assist the Company’s senior management with regard to the Company’s (a)Company’s: business associations, that is, to protect the Company from associations with persons11denied licensing or other related approvals, or who may be deemed unsuitable to be associated with the Company; (b) business practices and procedures; (c) compliance with any special conditions imposed upon the Company’s license(s); (d) reports submitted to gaming authorities; and (e) compliance with the laws, regulations and orders of governmental agencies having jurisdiction over the Company’s gaming or business activities. The Company’s Senior Vice President and Global Chief Compliance Officer is the Chair of the Operational Compliance Committee and provides quarterly updates to the Compliance Committee. The Operational Compliance Committee also has an independent member who is not otherwise employed by the Company and who possesses a background in and extensive experience with gaming control in Nevada. The remaining members of the Operational Compliance Committee are employees of the Company.12CORPORATE GOVERNANCECommitment to Corporate Governance.Our Board and management have a strong commitment to effective corporate governance. We have in place a comprehensive corporate governance framework for our operations which, among other things, takes into account the requirements of the Sarbanes-Oxley Act of 2002, the Dodd-Frank Wall Street Reform and Consumer Protection Act and the applicable rules and regulations of the Securities and Exchange CommissionSEC and the NYSE. The key components of this framework are set forth in our amended and restated articles of incorporation and by-laws, along with the following additional documents:Policy Including Guidelines on TravelPolicy; and Entertainment Expensesour Reporting and Customer Complimentaries for Government Officials; andNon-Retaliation Policy.our Statement on Reporting Ethical Violations.http:https://investor.sands.com by clicking on “Investor Relations,” and then on“Documents & Charters” within the section entitled “Corporate Governance.”“Governance” section. Copies also are available without charge by sending a written request to Investor Relations at the following address: Investor Relations, Las Vegas Sands Corp., 3355 Las Vegas Boulevard South, Las Vegas, Nevada 89109.Corporate Governance Guidelines.We have adopted Corporate Governance Guidelines for our Company that set forth the general principles governing the conduct of the Company’s business and the role, functions, duties and responsibilities of the Board, including, but not limited to, such matters as composition, membership criteria, orientation and continuing education, retirement, committees, compensation, meeting procedures, annual evaluation and management succession planning.Code of Business Conduct and Ethics.We have adopted a Code of Business Conduct and Ethics that applies to all of the Company’s directors, officers (including the principal executive officer, principal financial officer and principal accounting officer), employees and agents. The Code of Business Conduct and Ethics establishes policies and procedures that the Board believes promote the highest standards of integrity, compliance with the law and personal accountability. The Company’s Code of Business Conduct and Ethics is provided to all new directors, officers and employees.Anti-Corruption Policy Including Guidelines on Travel and Entertainment Expenses and Customer Complimentaries for Government Officials. We have adopted an Anti-Corruption Policy Including Guidelines on Travel and Entertainment Expenses and Customer Complimentaries for Government Officials to assure thatensure the hospitality and business development practices of all of our operations anywhere in the world are fully consistent with applicable record keeping and anti-corruption laws, including the U.S. Foreign Corrupt Practices Act and the Sarbanes-Oxley Act of 2002. The Anti-Corruption Policy Including Guidelines on Travel and Entertainment Expenses and Customer Complimentaries for Government Officials is provided to all new directors, officers and employees.Statement on Reporting Ethical Violations.and Non-Retaliation Policy. We have adopted a Statement on Reporting Ethical Violationsand Non-Retaliation Policy to facilitate and encourage the reporting of any misconduct at the Company, including violations or potential violations of our Code of Business Conduct and Ethics, and to ensure that those reporting such misconduct will not be subject to harassment, intimidation or other retaliatory action. The Statement on Reporting Ethical Violationsand Non-Retaliation Policy is provided to all new directors, officers and employees.Related Party Transactions.We have established policies and procedures for the review, approval and/or ratification of related party transactions. Under its charter, the Audit Committee approves all related party transactions required to be disclosed in our public filings and all transactions involving executive officers or directorsof the Company that are required to be approved by the Audit Committee under the Company’s Code of Business Conduct and Ethics. Under our procedures, our executive officers and directors provide our corporate counsel’s office with the details of any such proposed transactions.filings. Under guidelines established by our Audit Committee, proposed transactions and matters requiring approval under our Code of Business Conduct and Ethicspolicies with aggregate values of less than $120,000 per year are presented to the Audit Committee quarterly for review. Larger transactions are presented to ourthe Audit Committee for review, discussion and approval.approval in advance of the transaction. The Audit Committee may, in its discretion, request additional information from the director or executive officer involved in a proposed transaction or from management prior to granting approval for a related party transaction. All other related party transactions by individuals subject to our Code13Nomination of Directors.The Nominating and Governance Committee proposed to the Board the candidates nominated for election at this annual meeting. The Nominating and Governance Committee, in making its selection of director candidates, considered the appropriate skills and personal characteristics required in light of the then-current makeup of the Board and in the context of the perceived needs of the Company at the time.The Nominating and Governance Committee considers a number of factors in selecting director candidates, including:thatthe skills and experience of the existing members of the Board;that the candidate would not serve on the boards of directors of more than three other public companies;
Director Communications
Stockholders and interested parties who wish to contact our Board, the Chairman of the Board, the presiding non-management director of executive sessions or any individual director are invited to do so by writing to:
Complaints and concerns relating to our accounting, internal accounting controls or auditing matters should be communicated to the Audit Committee, of our Board, which consists solely
Name | Age | Title | ||||
Sheldon G. Adelson | Chairman of the Board, Chief Executive Officer and Treasurer | |||||
Robert G. Goldstein | President and Chief Operating Officer | |||||
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| Executive Vice President and Global General Counsel and Secretary | |||||
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Michael Quartierihas been our Company’s principal financial officer since July 2013 and our Company’s Senior Vice President, Chief Accounting Officer and Global Controller since September 2009. From October 2006 until September 2009, Mr. Quartieri served as our Company’s Corporate Controller. Mr. Quartieri also served as the Company’s principal financial officer from July to December 2008. Prior to joining our Company in October 2006, Mr. Quartieri was a Director at Deloitte & Touche LLP in Las Vegas.
Ira H. Raphaelson has been the Executive Vice President and Global General Counsel of Las Vegas Sands Corp. since November 2011September 2016 and theour Company’s Secretary since January 2015.November 2016. Prior to joining our Company, Mr. RaphaelsonJacobs served as executive vice president and general counsel for Time, Inc. from November 2013 to September 2016, as well as senior executive vice president and group general counsel for News Corporation from January 2005 to June 2011. Additionally, he served as general counsel of Scientific Games Corp.Empire State Development, New York State’s chief economic development agency from February 2006 until October 2011April 2013 to November 2013 and as its secretarya consultant at East Wind Advisors from June 2006 until October 2011.2011 to April 2013. Mr. Raphaelson wasJacobs began his legal career at Squadron Ellenoff (subsequently merged into Hogan Lovells). Mr. Jacobs is a partner in the Washington D.C. officeTrustee of the law firm of O’Melveny & Myers LLP for ten yearsMuhlenberg College and a partner in the Washington D.C. office of Shaw Pittman for three years. Prior to entering private practice, he was a stateLiteracy Partners and federal prosecutor for 15 years, serving the last two years as a Presidentially appointed Special Counsel for Financial Institutions Crime.
George Tanasijevich has been the President and Chief Executive Officer of our Company’s subsidiary, Marina Bay Sands Pte Ltd since July 2011 and the Managing Director, Global Development of Las Vegas Sands Corp. since January 2011. He also has held other senior executive positions at our Company’s Singapore operations since 2005. Prior to that, Mr. Tanasijevich was the Company’s Director of Development, based in Macau, from 2004 to 2005. Mr. Tanasijevich previously served as Senior Vice President/Equity Markets at CapitaLand Limited, a Singapore-based real estate conglomerate, and as Corporate Vice President of General Growth Properties, a shopping mall REIT. Mr. Tanasijevich is a member of the University of Chicago Booth School of Business Global Advisory Board and the University of Michigan Provost Committee, and a Board Member of the Singapore International Chamber of Commerce, the Singapore Hotel Association and the U.S.—Japan Business Council.Council on Foreign Relations.
Sheldon G. Adelson, our Chairman, Chief Executive Officer and Treasurer;
Michael A. Leven, our former President, Chief Operating Officer and Secretary (through December 31, 2014);
Robert G. Goldstein, our President and Chief Operating Officer;
Edward M. Tracy, the formerPatrick Dumont, our Executive Vice President and Chief Executive Officer of Sands China Ltd. (through March 6, 2015);Financial Officer; and
Michael Quartieri,Lawrence A. Jacobs, our SeniorExecutive Vice President, Global ControllerGeneral Counsel and Chief Accounting Officer (principal financial officer).
consolidated net revenue of consolidated net income of $3.26 billion; and non-GAAP financial measure. See “Item 8 — Financial Statements and Supplementary Data — Notes to Consolidated Financial Statements — Note 17 — Segment Information” of the Company’s Annual Report on Form 10-K for the year ended December 31, 2017 for the definition of consolidated adjusted property EBITDA and a reconciliation of consolidated adjusted property EBITDA to net The Objectives of Our Executive Compensation Program attract and retain key executive talent by providing the reward the align the interests of the compensation programs were necessary. considered information provided by AETHOS that compared our Chief Executive Officer’s compensation level against the compensation levels of similarly situated executives in comparable positions at our peer group companies, as identified by AETHOS. For purposes of these analyses related to our Chief Executive Officer, AETHOS worked with the Compensation Committee to identify two peer groups. Peer group 1 includes companies in comparable industries, compete with us for the same executive-level talent, and are of similar size, complexity and scope and share other characteristics with us. Peer group 2 consists of nine companies selected because the organizations are led by their founder, similar to our Chief Executive Officer. Committee. base salary; annual cash bonus; equity awards; personal Mr. Goldstein. Mr. Adelson, Mr. Goldstein, Mr. 2016. Singapore dollar. payment. Jacobs discretion. $1,000,000. The 2016 performance, which was 75.7% of the target grant value for his 2017 restricted stock award. transition relief rule. employee’s misconduct (“Misconduct,” as such term is defined in the Policy). The Board, or a designated Committee, may in its discretion require repayment and forfeiture of all or a portion of any bonus or incentive or equity-based compensation awarded to or received or earned by such employee in respect of the relevant period, generally to the extent such bonus or incentive or equity-based compensation exceeds the amount that would have been awarded, received or earned based on the revised performance measures. Whether an employee has engaged in Misconduct and the amount or value to be repaid and forfeited shall be determined in the sole discretion of the Board or a designated Committee. 2017: Name and Principal Position Sheldon G. Adelson Chairman of the Board, Chief Executive Officer and Treasurer 2012 $ 1,000,000 — $ 1,825,000 $ 1,825,000 $ 2,933,974 $ 3,100,972 $ 10,684,946 Michael A. Leven Former President, Chief Operating Officer and Secretary 2012 $ 3,000,000 — $ 7,167,000 — $ 2,700,000 $ 2,056,228 $ 14,923,228 Robert G. Goldstein President and Chief Operating Officer 2012 $ 1,500,000 — $ 20,733,750 — $ 1,350,000 $ 585,666 $ 24,169,416 Edward M. Tracy Former Chief Executive Officer and President, Sands China Ltd. Michael A. Quartieri Senior Vice President, Chief Accounting Officer and Global Controller (principal financial officer) The amounts in this column Amounts included in “All Other Compensation” for Named Executive Officer Sheldon G. Adelson Michael A. Leven Robert G. Goldstein Edward M. Tracy Michael A. Quartieri During The amount in the table for Mr. Adelson consists of (a) the Company’s cost of Name Sheldon G. Adelson Base bonus Annual bonus Michael A. Leven Annual bonus Robert G. Goldstein Annual bonus Edward M. Tracy Annual bonus Michael A. Quartieri Annual bonus The amounts shown in these columns Calculated based on the aggregate grant date fair value computed in accordance with accounting standards regarding share-based payments. For a discussion of the relevant assumptions used in the calculation of these amounts, see Note 14 to the consolidated financial statements for the year ended December 31, Outstanding Equity Awards at Name Sheldon G. Adelson Michael A. Leven Robert G. Goldstein Edward M. Tracy Michael A. Quartieri20142017 Financial and Business PerformanceThe Company achieved record financial results during 2014. Highlights of the Company’s 20142017 financial performance and business achievements include:$14.58 billion, a 5.9% increase over 2013;consolidated adjusted property EBITDA of $5.42 billion,$4.90 billion.Consolidated adjusted property EBITDA is a 13.8% increase over 2013;income of $2.89 billion, or $3.58 per diluted share, compared to $2.40 billion, or $2.90 per diluted share, in 2013; andthe return of $3.28 billion of capital to stockholders through the repurchase of $1.66 billion of its outstanding common stock and the payment of $1.61 billion of regular annual dividends.In October 2014, the Company announced that it would increase the planned regular annual dividend from $2.00 per share in 2014 to $2.60 per share in 2015. In addition, in October 2014, the Company authorized a $2.0 billion increase in the Company’s multi-year share repurchase program.Our executive compensation program is directedoverseen by the Compensation Committee of the Board of Directors.Committee. The Compensation Committee has developed an executive compensation program that is designed to:named executive officers with competitive compensation; named executive officers based upon the achievement of Company propertyfinancial and strategic objectives and individual performance goals; and named executive officers with those of our stockholders.promote good corporate citizenship in our executive officers.Advisory Vote on Executive CompensationAs required by the Dodd-Frank Wall Street Reform and Consumer Protection Act, at our 20142017 annual meeting, our stockholders provided an advisory (non-binding) vote on the fiscal 20132016 compensation of our named executive officers, which we refer to as the “say-on-pay” vote. The compensation of our named executive officers, as disclosed pursuant to the compensation disclosure rules of the SEC (including the Compensation Dis-cussionDiscussion and Analysis, the compensation tables and any related material disclosed in the proxy statement) was approved, with more than 86%78% of the votes cast voting “for” approval of the “say-on-pay” proposal. The Compensation Committee noted the results of thisthe 2017 “say-on-pay” vote and although the ��say-on-pay” vote is advisory and is not binding on the Board of Directors, the Compensation Committee took the approval into consideration in determining that the current compensation philosophy and objectives remain appropriate for use in determining the compensation of our named executive officers. TheCompensation Committee also considered the results of the “say-on-pay” vote when approving Mr. Goldstein’s new employment agreement in connection with his promotiondetermined no changes to the position of the Company’s President and Chief Operating Officer, as described below under “—Elements of Executive Officer Compensation and Why We Chose to Pay Each Element — Employment Agreements” and “Executive Compensation and Other Information.”The Process of Setting Executive CompensationWe have entered into employment agreements with Messrs. Adelson, LevenGoldstein, Dumont and Goldstein, and a subsidiary of Sands China Ltd. (together with its subsidiaries, “Sands China”) had entered into an employment agreement with Mr. Tracy that was terminated when he retired in March 2015.Jacobs. The employment agreements provide the overall framework for the compensation for these named executive officers, including base salary, and target bonus amounts. Mr. Quartieri does not have an employment agreement with us.amounts and equity-based awards. The Compensation Committee approved the compensation packages for Messrs. Adelson, Leven, Goldstein, Dumont and QuartieriJacobs at the time we entered into their respective18employment agreements or arrangements and approved all bonuses and equity awards granted during the terms of these agreements or employment during the period in which each of these individuals has served as a namedan executive officer. The Compensation Committee considered the views and recommendations of our Chief Executive Officer in establishing 2014 compensation for Mr. Leven and the views and recommendations of our Chief Executive Officer and President and Mr. Leven in establishing 2014 compensation for Messrs. Goldstein and Quartieri and certain other highly compensated employees. The Remuneration Committee of the Board of Directors of Sands China Ltd. was responsible for approving all decisions relating to Mr. Tracy’s 2014 compensation.The Committee’s Compensation ConsultantThe Compensation Committee retained AETHOS Consulting Group (“AETHOS”) as its independent executive compensation consultant for 2014.2017. AETHOS Consulting Group provides its advice on an as-needed basis upon the request of the Compensation Committee. During 2014, AETHOS Consulting Group advised the Compensation Committee on the compensation arrangements for Mr. Adelson in connection with the renewal of his employment agreement and provided peer group analyses to the Compensation Committee in connection with determining the appropriate compensation levelslevel for someour Chief Executive Officer for the purposes of his amended and restated employment agreement entered into on September 5, 2017. As part of its review related to the compensation of our named executive officers. The Company paid AETHOS Consulting Group $50,000 for its services toChief Executive Officer, the Compensation Committee during 2014.Peer Group 1:• Caesars Entertainment Corporation • Marriott International, Inc. • Carnival Corporation & plc • MGM Resorts International • CBS Corporation • Nordstrom, Inc. • Colgate-Palmolive Company • The Priceline Group Inc. • General Mills, Inc. • Royal Caribbean Cruises Ltd. • Hilton Worldwide Holdings Inc. • Viacom Inc. • Hyatt Hotels Corporation • Wynn Resorts, Limited • Kimberly-Clark Corporation • Yum! Brands, Inc. • Loews Hotels Peer Group 2:• Amazon.com, Inc. • Salesforce.com, Inc. • Facebook, Inc. • Twenty-First Century Fox, Inc. • FedEx Corporation • Under Armour, Inc. • L Brands, Inc. • Wynn Resorts, Limited • Ralph Lauren Corporation The Compensation Committee determined that AETHOS Consulting Group is independent under applicable SEC and NYSE rules, based on the Committee’s review of the services provided to the Company as described above and information provided by AETHOS, Consulting Group.BenchmarkingIn connection withand concluded no conflict of interest exists that would prevent AETHOS from independently advising the Compensation Committee’s 2014 reviews of the annual renewal of Mr. Adelson’s employment agreement and Mr. Goldstein’s new employment agreement, the Compensation Committee considered advice from AETHOS Consulting Group that compared the elements of executive compensation and totalcompensation against compensation levels of executives in a comparable position at peer group companies. The current peer group was selected by the Compensation Committee’s consultant, based on industry, revenue and market capitalization and other shared characteristics and consists of the following companies:• American Express Company• Caesars Entertainment Corporation• Carnival Corporation & plc• CBS Broadcasting Inc.• The Coca-Cola Company• Colgate-Palmolive Company• Delta Air Lines, Inc.• General Mills Inc.• Hyatt Corporation• Kimberly-Clark Corporation• Loews Hotels• Marriott International, Inc.• McDonald’s Corporation• MGM Resorts International• Nike, Inc.• Nordstrom, Inc.• PepsiCo, Inc.• The Priceline Group Inc.• Royal Caribbean Cruises Ltd.• Starbucks Corporation• Starwood Hotels & Resorts Worldwide, Inc.• Time Warner Inc.• Twenty-First Century Fox, Inc.• United Continental Holdings, Inc.• Viacom Inc.• The Walt Disney Company• Wynn Resorts, Limited• Yum! Brands, Inc.Elements of Executive Officer Compensation and Why We Chose to Pay Each ElementIn 2014,2017, the principal components of compensation for the named executive officers were:benefits; andfor 19Employment AgreementsMessrs. Adelson, Leven, Goldstein, Dumont and Tracy, severance and/or change in control protection.Employment AgreementsMessrs. Adelson, Leven and GoldsteinJacobs are and Mr. Tracy was, employed pursuant to multi-year employment agreements that reflect the individual negotiations with each of them. We use multi-year employment agreements to foster retention and succession planning, to be competitive and to protect the business with restrictive covenants, such as non-competition, non-solicitation and confidentiality provisions. The employment agreements provide for severance pay in the event of the involuntary termination of the executive’s employment without cause (or, where applicable, termination for good reason), which allows these executives to remain focused on the Company’s interests and, where applicable, serves as consideration for the restrictive covenants in their employment agreements.Mr. Adelson.In 2004, in connection with our initial public offering, we entered into a long-term employment agreement with Mr. Adelson with an initial term of five years, subject to automatic extensions for successive one-year periods. On September 5, 2017, we entered into an amended and restated employment agreement with Mr. Adelson (the “amended employment agreement”). The amended employment agreement became effective as of January 1, 2017, with an initial term that expires on December 31, 2021, and is subject to automatic extensions for successive one-year periods unless one partyMr. Adelson gives notice of his or its intention not to renew the agreement, no later than 12060 days prior to the expiration of the initial term or any renewal term of the agreement. Accordingly, Mr. Adelson’s employment agreement has been extended for successive one-year periods on the same financial terms, most recently in December 2014.term. The Compensation Committee believed that extending Mr. Adelson’samending his employment agreement in 2014 was in the best interests of the Company and its stockholders and, that, based on discussions with AETHOS, Consulting Group, the terms of Mr. Adelson’s amended employment agreement were fair to the Company.Mr. Leven. On June 7, 2012, we entered into an agreement with Mr. Leven that modified his existing employment agreement, including by extending the term of his employment agreement to December 31, 2014. His employment agreement was amended on April 24, 2013, to modify the termination provisions, among others (as amended, Mr. Leven’s “Employment Agreement”). The Compensation Committee considered factors including Mr. Leven’s performance as the Company’s President and Chief Operating Officer, his experience in the hospitality industry and the Chief Executive Officer’s recommendations when approving Mr. Leven’s Employment Agreement and the amendments to his Employment Agreement. Mr. Leven retired on December 31, 2014.On March 7, 2012, we entered into an agreement with Mr. Goldstein that modified his existing employment agreement and extended the term of his employment to December 31, 2015, subject to extension by written agreement of the parties (as modified, Mr. Goldstein’s “Employment Agreement”). On December 9, 2014, we entered into an agreement with Mr. Goldstein, effective January 1, 2015, that terminates on December 31, 2019, and modified his Employment Agreementthen existing employment agreement in connection with his promotion to the position of President and Chief Operation Officer (Mr. Goldstein’s “2015 Employment Agreement”).Operating Officer. The Compensation Committee considered factors including Mr. Goldstein’s performance as the Company’s Executive Vice President, his tenure at the Company, his business experience and knowledge of the gaming industry retaining his services for the five-year term of the agreement and the Chief Executive Officer’s recommendations when approving Mr. Goldstein’s Employment Agreement and his 2015 Employment Agreement.employment agreement.Mr. Tracy. On May 10, 2012, Sands ChinaDumont. Effective January 1, 2016, we entered into an agreement with Mr. TracyDumont that modified his existing employment agreementterminates on December 31, 2020. The Compensation Committee considered factors including Mr. Dumont’s finance background and extendedexperience with the term of his employment. On May 1, 2013, Sands China entered into a contract renewal agreement that modified Mr. Tracy’s 2012 employment agreement and extended the term ofCompany when approving his employment to December 31,agreement.Mr. Jacobs. Effective September 6, 2016, (as modified, Mr. Tracy’s “Employment Agreement”). Mr. Tracy retired from Sands China in March 2015. In connection with his retirement, Mr. Tracy and Sands Chinawe entered into a Separation Agreement and General Release, dated January 15, 2015 (Mr. Tracy’s “Separation Agreement”). The Remuneration Committee of the Board of Directors of Sands China was responsible for approving all decisions relating to Mr. Tracy’s Employment Agreement, his 2014 compensation and his Separation Agreement.Mr. Quartieri. Mr. Quartieri does not have an employment agreement with us.Mr. Jacobs that terminates on September 6, 2020. The Compensation Committee considered factors including Mr. Jacobs’s extensive legal background and experience when approving his employment agreement.The major elements of our executive officer compensation and details regarding how each component was determined are described below.Base SalaryBase salary levels for the named executive officers are set forth in their respective employment agreements or other arrangements.agreements. The base salary amounts were determined at the time we (or Sands China) entered into the various employment agreements or the other arrangements were determined, based on each individual’s professional experience and scope of responsibilities within our organization, compensation levels for others holding similar positions in other organizations and compensation levels for senior executives at the Company.The employment agreements or other arrangements for Messrs. Adelson, Leven, Goldstein, Dumont and Quartieri provide, and Mr. Tracy’s employment agreementJacobs provided for annual base salaries, which may be subject to periodic performance increases. Their base salaries as of December 31, 2014 are:2017, were:$1,000,000;Mr. Leven, $3,000,000;$1,500,000;$3,400,000;Mr. Dumont, $1,200,000; andQuartieri, $475,000.Effective January 1, 2017, Mr. Tracy’sAdelson’s base salary as of December 31, 2014 was $1,500,000.These baseincreased to $5,000,000 pursuant to his amended employment agreement. Base salaries for Messrs. Goldstein, Dumont and Jacobs were unchanged from December 31, 2013. Effective January 1, 2015, Mr. Goldstein’s base salary increased to $3,250,000 pursuant to his 2015 Employment Agreement and Mr. Quartieri’s base salary increased to $525,000.20Short-term IncentivesFor 2014, Messrs. Adelson, Leven, Goldstein and Quartieri2017, our named executive officers were eligible for annualshort-term performance-based cash incentives under their employment agreements, subject to the Company’s Executive Cash Incentive Plan. The Executive Cash Incentive Plan which was created to establishestablishes a program of annualshort-term incentive compensation awards for designatedexecutive officers and other key executives that is directly related to our performance results. SomePredetermined performance targets are used to establish the annual cash incentives for certain of these namedour executive officers also were entitled toand are comprised of the Company’s adjusted property EBITDA, as adjusted for certain discretionary bonuses awarded pursuant to their employment agreements oritems deemed appropriate by a determination of the Compensation Committee. For Messrs. Adelson, Goldstein and Dumont, the Compensation Committee determined the 2017 EBITDA-based performance target to be based on the Company’s consolidated adjusted property EBITDA for the year ended December 31, 2017, adjusted to exclude corporate expense and include the Management Incentive Program (described below) bonus accrual. Mr. Jacobs is eligible to receive a discretionary annual bonus based on criteria established by the Chief Executive Officer.The Compensation Committee retainsmay subsequently approve additional discretionary items to be taken into account when determining the right to exercise discretion inactual performance achieved during the period for purposes of determining bonus levels for these namedexecutive officers. Mr. Tracy was eligible for incentive compensation under the applicable programs of Sands China. The Remuneration Committeefinancial achievement percentage of the Board of Directors of Sands China is responsible for all decisions relating to Mr. Tracy’s compensation, including his incentive compensation.Mr. AdelsonMr. Adelson is eligible for two types of annual performance-based incentive opportunities under his 2004 employment agreement; a base bonus and an annual supplemental bonus. The target base bonus and annual supplemental bonus opportunities are described in Mr. Adelson’s employment agreement, as set forth below.Base bonus. Mr. Adelson is eligible for cash incentive bonuses earned and payable quarterly primarily subject to the Company’s attainment of predetermined EBITDA-based performance targets. Base bonus payments may range from $0 (ifWhen determining the Company does not achieve the predetermined EBITDA performance target) to a defined maximum opportunity specified in Mr. Adelson’s employment agreement. Mr. Adelson’s target base bonus for 2005 was $500,000. Commencing with 2006 and for each year during the term of his employment, the amount of Mr. Adelson’s target annual base bonus increases automatically by at least four percent (4%) of the sum of (x) his base salary for the immediately preceding year plus (y) the base bonus paid to him with respect to the immediately preceding year. In 2014, the Company achieved the predetermined2017 actual EBITDA-based performance target required for the payment of Mr. Adelson’s base bonus. Accordingly, Mr.Messrs. Adelson, received a base bonus of $1,934,472 for his 2014 performance.Annual supplemental bonus. Under his employment agreement, Mr. Adelson is eligible to receive an annual cash incentive bonus contingent on the Company’s achievement of annual performance targets that are primarily EBITDA-based. The amount of Mr. Adelson’s annual supplemental bonus is equal to a percentage of the sum of (x) his base salary for the year plus (y) the base bonus paid to him for the year. Mr. Adelson’s annual supplemental bonus payments may range from $0 (if the Company does not achieve 80% of the predetermined EBITDA performance target) to a defined maximum opportunity (if the Company achieves 110% of the predetermined EBITDA performance target). Mr. Adelson’s annual supplemental bonus payments increase ratably if EBITDA reaches 80% to 100% of the predetermined EBITDA target. Mr. Adelson’s targetGoldstein and maximum annual supplemental bonus opportunities as a percentage of base salary and base bonus for 2014 were 90% and 180%, respectively.The performance targets specified under Mr. Adelson’s employment agreement are primarily EBITDA-based. The EBITDA-based performance targets are established annually byDumont, the Compensation Committee following consultation with our executive officersapproved adjustments for the impact of certain variances in table games’ win percentages (hold normalization) and such other members of our management asforeign exchange rate fluctuations between the Compensation Committee deems appropriate. The Compensation Committee established different EBITDA-based performance targets for Mr. Adelson’s 2014 base bonusU.S. dollar and his annual supplemental bonus. The 2014 targets represent the EBITDA level that must be achieved in order for Mr. Adelson to receive 100% of his target base bonus or his target annual supplemental bonus. For 2014, the Compensation Committee established a performance target for Mr. Adelson’s base bonus of $4.972 billion of consolidated adjusted property EBITDA, less corporate expense plus the Management Incentive Program bonus accrual, and a performance target for Mr. Adelson’s annual supplemental bonus of $5.525 billion of consolidated adjusted property EBITDA, less corporate expense plus the Management Incentive Program bonus accrual. (The Management Incentive Program is the Company’s bonus program whose participants include many of the Company’s full-time exempt employees. For our named executive officers, the Management Incentive Program operates independent of, and provides bonuses that do not exceed, the maximum bonuses established under the Executive Cash Incentive Plan.)In determining the 2014 annual2017 EBITDA-based targets, for Mr. Adelson’s base and annual supplemental bonuses, the Compensation Committee’s goal was to set an aggressive objective based on its review of the annual budget information provided by management and the Board’s discussions with our executive officers and management about the assumptions underlying the 20142017 budget, and the Company’s operating and development plans for 2014. In making its determinations, the Compensation Committee recognized the inherent difficulty of providing appropriate financial targets for Mr. Adelson, given the competitive challenges facing the Company in the markets in which it operates and the Company’s global operations and development plans.2017. The Compensation Committee believed thatbelieves the achievement of the 20142017 performance targetstarget required Mr.Messrs. Adelson, Goldstein and Dumont to perform at a high level to earn the target bonus payments.The Compensation Committee established a 2017 predetermined EBITDA-based performance target for Messrs. Adelson, Goldstein and Dumont of $4.42 billion. In 2014,2017, the Company achieved 93.5%102.8% of the predetermined EBITDA-based performance target relating to their annual cash bonus.Mr. AdelsonUnder his amended employment agreement, Mr. Adelson is eligible to receive an annual cash incentive bonus contingent on the Company’s achievement of annual performance targets that are EBITDA-based. Mr. Adelson’s annual supplemental bonus. Accordingly,cash bonus may range from $0 (if the Company achieves less than 85% of the predetermined EBITDA-based performance target) to a maximum 250% of his annual base salary (if the Company achieves 100% or greater of the predetermined EBITDA-based performance target) (the “Maximum Bonus”). If the Company achieves 85% of the EBITDA target, Mr. Adelson’s annual cash bonus will be 20% of the Maximum Bonus and the amount of the annual cash bonus shall be determined using straight line interpolation of achievement between 85% and 100% of the EBITDA-based performance target. Mr. Adelson received an annual supplementalcash bonus of $1,777,554,$12,500,000, or 60.6% of his target bonus opportunity,the Maximum Bonus, for his 20142017 performance.Messrs. Leven, Goldstein, Dumont and QuartieriUnder their employment agreements. Mr. LevenMessrs. Goldstein and Mr. Goldstein wereDumont are eligible to receive discretionary bonuses under the Company’s Management Incentive Program, subject to their achievement of individual or Company performance objectives established, as appropriate, by the Compensation Committee following consultation with the other named executive officers and/or such other members of our management as the Compensation Committee deems appropriate. In December 2013, Mr. Leven and Mr. Goldstein agreed that their 2014 bonuses would be based solely on the Company’s achievement of EBITDA-based performance targets established by the Compensation Committee.Mr. Quartieri does not have anExecutive Cash Incentive Plan. Under his employment agreement, and wasMr. Jacobs is eligible to receive a discretionary bonus underbased on annual performance criteria to be established by the Company’sChief Executive Officer. The Management Incentive Program. For Mr. Quartieri’s 2014 bonus determination,Program, which has been implemented by the Compensation Committee gave equal 50% weightingpursuant to (a) the Company’s achievementExecutive Cash Incentive Plan, is the Company’s bonus program whose participants also include many of the EBITDA-based performance targets and (b) Mr. Quartieri’s achievement of his individual performance goals.The Compensation Committee established a 2014 EBITDA-based performance-based financial target for Messrs. Leven, Goldstein and Quartieri of $5.525 billion of consolidated adjusted property EBITDA, less corporate expense plus the Management Incentive Program bonus accrual. Company’s employees.Under the Company’s 20142017 Management Incentive Program, the Company must achieve at least 90% of its pre-determinedthe predetermined EBITDA-based performance target in order for Messrs. Leven, Goldstein and QuartieriDumont to be eligible to receive annual bonuses. Their bonus payment amounts can be increased if the Company achieves up to 120% of the pre-determined EBITDA target, with a maximum bonus payout percentage of up to 110%100% of their respective target awards.Mr. Leven. Goldstein. Under his Employment Agreement,employment agreement, Mr. Leven was eligible to receive an annual bonus, withGoldstein has a target bonus opportunity of 100% of his base salary, or $3,000,000. The actual amount$3,400,000, subject to his achievement of Mr. Leven’s bonus was determinedperformance criteria established by the Compensation Committee in its sole discretion in accordance with the Company’s Management Incentive Program, after consultation with the Company’s Chief Executive Officer. In February 2015, based on the Company’s achievement21Committee. The actual amount of Mr. Goldstein’s bonus was determined by the Compensation Committee in its sole discretion in accordance with the Company’s Management Incentive Program, after consultation with the Company’s Chief Executive Officer. In February 2015, based on the Company’s achievement of 93.5% of its predetermined EBITDA-based performance target,2018, Mr. Goldstein was awardedpaid a bonus of $1,450,500$3,400,000 in respect of his 20142017 performance, representing 96.7%100.0% of his target bonus opportunity.Mr. Quartieri. For 2014,Dumont. Under his employment agreement, Mr. Quartieri was eligible to receive an annual bonus, withDumont has a target bonus of 50% of his base salary under the Company’s Management Incentive Program and approved by the Compensation Committee. Mr. Quartieri’s 2014 performance goals were in the following areas: (1) integration of Sands Expo & Convention Center finance functions, (2) financial closing process improvement, and (3) internal audit department functions. In February 2015, based on Mr. Quartieri’s individual performance and the Company’s achievement of 93.5% of its predetermined EBITDA-based performance target, Mr. Quartieri was awarded a bonus of $229,663 in respect of his 2014 performance, representing 96.7% of his target bonus opportunity.Mr. TracyMr. Tracy. Under his Employment Agreement, Mr. Tracy was eligible to receive an annual bonus, with a target bonusopportunity of 100% of his base salary, or $1,500,000.$1,200,000, subject to his achievement of performance criteria established by the Compensation Committee. The Remunerationactual amount of Mr. Dumont’s bonus was determined by the Compensation Committee ofin its sole discretion in accordance with the Board of Directors of Sands China Ltd. awardedCompany’s Management Incentive Program, after consultation with the Company’s Chief Executive Officer. In February 2018, Mr. TracyDumont was paid a bonus of $1,500,000$1,200,000 in respect of his 2014 performance.2017 performance, representing 100.0% of his target bonus opportunity.Mr. Jacobs. Under his employment agreement, Mr. Jacobs is eligible to receive a discretionary annual bonus with a target bonus opportunity of 100% of his base salary, or $890,000, subject to his achievement of performance criteria established by the Chief Executive Officer and approved by the Compensation Committee. In February 2018, Mr. Jacobs was paid a bonus of $890,000 in respect of his 2017 performance, representing 100.0% of his target bonus opportunity.Long-term Incentives (Equity Awards)Messrs. Adelson, Goldstein, Dumont and QuartieriJacobs are and Mr. Leven was, eligible for long-term equity incentives under the Company’s 2004 Equity Award Plan, which is administered by the Compensation Committee and was created to give us a competitive edge in attracting, retaining and motivating employees and to enable us to provide incentives directly related to increases in our stockholder value. Mr. Adelson is entitled to an annual equity incentive awardsstock option grant to purchase shares of the Company’s Common Stock in accordance with the 2004 Equity Award Plan under his amended employment agreement, subject to the Company’s achievement of EBITDA-based performance targets as described below.agreement. The employment agreements for Messrs. LevenGoldstein, Dumont and GoldsteinJacobs provided for sign-on equity incentive awards, but did not provide for subsequent or annual grants of equity incentive awards. The Compensation Committee, however, is authorized to award such grants in its sole discretion, but did not award an annual equity grant to Mr. Leven, Mr. Goldstein or Mr. Quartieri during 2014. On December 9, 2014, Mr. Goldstein received an award of 2,250,000 stock options upon signing his 2015 Employment Agreement as described below. Mr. Tracy was eligible for long-term equity incentive awards under the Sands China Ltd. Equity Award Plan. The Remuneration Committee of the Board of Directors of Sands China Ltd. is authorized to award grants under this plan in its sole discretion, but did not grant equity to Mr. Tracy during 2014.Mr. Adelson. Mr. Adelson’s annual equity incentive awards underUnder his employment agreement are split into two equal components:•Nonqualified stock options. One half of the equity incentive award value is granted in the form of stock options early in the year to which the grant relates. The number of stock options is determined based on an estimate of the grant date Black-Scholes value of the award. The stock option grant vests in four equal annual installments.•Performance-based restricted stock. One half of the equity incentive award value is granted as restricted stock early in the year following the year to which the grant relates, contingent upon attaining the targeted EBITDA-based goals identified for the annual supplemental bonus in the prior year. For 2013, the Compensation Committee established a performance target of $4.413 billion of consolidated adjusted property EBITDA, less corporate expense plus the Management Incentive Program bonus accrual. The value of Mr. Adelson’s restricted stock award may range from $0 (if the Company does not achieve 80% of the predetermined EBITDA-based performance target) to 100% of the value of the restricted stock award opportunity (if the Company achieves 100% of the predetermined EBITDA-based performance target). The number of shares of restricted stock, if earned, is determined based on the fair market value of our Common Stock on the NYSE on the grant date. The restricted stock grant vests in three equal annual installments.Under hisamended employment agreement, Mr. Adelson is entitled to receive an annual equity incentive award with a specified aggregate targettotal grant value of his equity incentive awards as the Company achieves higher annualized six-month EBITDA levels. Mr. Adelson is entitled to receive equity incentive awards with a total value of $3,650,000 because the Company, prior to 2012, had achieved more than $1 billion of annualized six-month EBITDA. value of Mr. Adelson’s 2014 stock option award opportunity was $1,825,000 (one half of the total equity incentive award value is granted in the form of $3,650,000). Accordingly,stock options, the number of which is determined based on January 28, 2014,the grant date Black-Scholes value of the award. The stock option grant vests in three equal annual installments and will expire ten years from the date of grant. OnSeptember 6, 2017, Mr. Adelson received athe 2017 grant of options to purchase 55,169115,606 shares of our Common Stock, based on the Black-Scholes value of the stock option award on the grant date.Under his previous employment agreement, Mr. Adelson was entitled to a specified aggregate target grant value of his equity incentive awards. For 2017, Mr. Adelson was entitled to receive equity incentive awards up to a total grant value of $3,650,000 as the Company’s 2016 consolidated adjusted property EBITDA of $4.13 billion exceeded the $1 billion of annualized six-month EBITDA threshold required in his previous employment agreement.Mr. Adelson’s annual equity incentive awards for 2016 performance with a total grant value of $3,650,000 under his previous employment agreement were split into two equal components:Nonqualified stock options. One half of the equity incentive award value was granted in 2016 in the form of stock options. The number of stock options was determined based on an estimate of the grant date Black-Scholes value of the award. The stock option grant vests in four equal annual installments.Performance-based restricted stock. One half of the equity incentive award value was granted in 2017 as restricted stock, contingent upon attaining the targeted EBITDA-based performance targets identified for the annual supplemental bonus in the prior year. For 2016, the Compensation Committee established a predetermined EBITDA-based performance target of $3.13 billion of consolidated adjusted property EBITDA for the nine-month period from April 1, 2016 through December 31, 2016, adjusted to exclude corporate expense and include the Management Incentive Program bonus accrual. The value of Mr. Adelson’s restricted stock award could have ranged from $0 (if the Company did not achieve 80% of the predetermined EBITDA-based performance target) to 100.0% of the value of the restricted stock award opportunity (if the Company achieved 100% of the predetermined EBITDA-based performance target). The number of shares of restricted stock was determined based on the fair market value of our Common Stock on the NYSE on the grant date. The restricted stock grant vests in three equal annual installments.22Mr. Adelson’s target grant value for his 20142017 restricted stock award under his previous employment agreement (relating to his 20132016 performance) was $1,825,000 (one half of the total target equity incentive award of $3,650,000). As previously disclosed, in 2013,In 2016, the Company exceededachieved 95.1% of the predetermined 2013 EBITDA-based performance target described above relating to the award of restricted stock, by achieving 109.2% of the performance target.stock. Accordingly, on January 28, 2014,23, 2017, Mr. Adelson was awarded a grant of 24,24924,894 shares of restricted stock in respect of his 2013 performance.The value of Mr. Adelson’s 2017 stock option award under his previous employment agreement was $1,825,000 (one half of the total target equity incentive award indicated above of $3,650,000). Accordingly, on January 23, 2017, Mr. Adelson received a grant of options to purchase 204,826 shares of our Common Stock, based on the Black-Scholes value of the stock option award on the grant date.Messrs. Goldstein, Dumont and Jacobs. Messrs. Goldstein, Dumont and Jacobs did not receive any grants in 2017.For more information about equity incentive awards, see “— Executive Compensation Related Policies and Practices — Grant Practices for Stock Options, Restricted Stock and Restricted Stock Units” and “Executive Compensation and Other Information — Employment Agreements.” Grants made during 20142017 are included in the 2017 Grants of Plan-Based Awards Table.Personal BenefitsMr. Adelson is entitled under his employment agreement to be reimbursed up to $100,000$200,000 annually for personal legal and financial planning fees and expenses under his amended employment agreement. Mr. Adelson also is entitled during the term of his employment to the full-time and exclusive use of an automobile and a driver of his choice and to the use of a Boeing Business Jet for his travel in connection with Company business. Pursuant to his amended employment agreement and the advice of an independent security consultant, Mr. Adelson also is entitled to security services for himself, his wife and minor children.his children, until the age of 22. The Company has received reports from its independent security consultant on the need to provide security coverage to Mr. Adelson and his family, most recently in April 2015.Mr. Leven was entitled to be reimbursed for the initiation fee for membership in a country club of his choice pursuant to his employment agreement, which he has not requested to date. Mr. Leven reimburses the Company in full for personal use of the country club membership. In addition, the Company made a jet aircraft available to Mr. Leven in connection with both business and personal use, including personal use by Mr. Leven’s wife. The value of aircraft usage for personal purposes by Mr. Leven and/or his wife was imputed to Mr. Leven as compensation using the Internal Revenue Service Standard Industry Fare Level tables.Mr. Goldstein’s Employment Agreement provided that he is entitled to travel first class on commercial airlines on Company business trips and to the use of Company aircraft to connect to certain overseas commercial flights. In addition, Mr. Goldstein’s wife was entitled to accompany him on at least two trips to Asia each year at the Company’s sole cost and expense. March 2018.Under Mr. Goldstein’s 2015 Employment Agreement,employment agreement, the Company will make a jet aircraft available for business and personal use and Mr. Goldstein may bring immediate family members with him on these trips. He also is also entitled to, at his election, to first class travel on commercial airlines for all business trips and to first class hotel accommodations. The Company also provides Mr. Goldstein with a country club membership. Mr. Goldstein reimburses the Company in full for any personal use of this membership.Mr. Tracy’s employment agreement provided that he was entitled to four business class airfare tickets to the United States each year for him and his wife, and two business class airfare tickets to Macao each year for his dependent. Mr. Tracy and his wife resided at The Venetian Macao during 2014 and he was charged the incremental cost for providing accommodation and related services. He also received security services. In addition, Sands China paid his country club dues. Mr. Tracy reimbursed Sands China in full for personal use of this membership.The Company provides certain of its named executive officers with access to corporate memberships at country clubs for business purposes. The Company requires these executives to reimburse it in full for personal use of these facilities. The Company also permits the personal use by Messrs. Adelson, LevenGoldstein and Goldstein to useDumont of Company personnel, for home repairs during business hoursfacilities and services on a limited basis.basis and subject to the receipt of the appropriate approvals. The Company requires that these executives reimburse it in full for these services. The Company does not permit personal use of corporate aircraft by its executive officers, except for Mr. Leven as described above. On certain occasions, an executive officer’s spouse or other immediate family member has accompanied the executive officer on business-related flights on aircraft that we own or lease or provide pursuant to time sharing agreements.Messrs. Adelson, Leven, Goldstein and Tracy alsoDumont participate in a group supplemental medical insurance program available only to certain of our senior officers. Our executive officers, as well as certain other employees, are also entitled to use workout facilities at the Canyon Ranch Spa at The Venetian Resort Hotel Casino and The Palazzo Resort Hotel Casino in Las Vegas and to receive dry cleaning services. We also provide certain of our executive officers with home computers, and with meals, lodging, limousines and other goods and services from our properties. Our executive officers are entitled to receive other employee benefits generally made available to our employees.The Compensation Committee believes that providing these benefits to our executives is appropriate given the status in our Company of these individuals, and helps facilitateas it facilitates our executives’ performance of their duties.For more information, see footnote (3)(4) to the 2017 Summary Compensation Table under “Executive Compensation and Other Information.”Change in Control and Termination PaymentsMr. Adelson’sThe employment agreementagreements with Messrs. Adelson, Goldstein, Dumont and Mr. Goldstein’s Employment Agreement and 2015 Employment AgreementJacobs provide for payments and the continuation of benefits upon certain terminations of employment, or if there is a change in control of the Company. Mr. Leven’s Employment Agreement was amended in 2013 to eliminate his ability to receive payments and a continuation of benefits solely uponincluding following a change in control of the Company. These provisions were based on individual negotiations with these named executive officers. Mr. Goldstein’s employment agreement provides that he may voluntarily terminate his employment agreement upon 30 days’ notice, which may not be effective for twelve months following the change in control. In addition, the employment agreements with Messrs. Adelson, Goldstein, Dumont and GoldsteinJacobs include restrictive covenants relating to future employment. The23Compensation Committee believed the post-termination payments were necessary in order to enable us to provide a competitive compensation package so that we could retain these named executive officers. Mr. Tracy’s Employment Agreement provided forUnder their employment agreements, if any payments and the continuation of benefits upon certain terminations of employment and a restrictive covenant relating to future employment. Mr. Tracy’s Separation Agreement is described below under “Executive Compensation and Other Information — Potential Payments Upon Termination or Change in Control — Mr. Tracy.”If any payment to Mr. Adelson pursuant to his employment agreement isour executive officers are subject to the excise tax imposed by Section 4999 of the Internal Revenue Code (the “Code”“Code”), the paymentpayments that isare considered ato be “parachute payment”payments” will be limited to the greatest amount whichthat can be paid under Section 280G without causing any excise tax to be applied to the executive or loss of deduction to the Company, but only if, by reason of such reduction, the net after taxafter-tax benefit to himthem (as defined in histheir employment agreement) exceeds the net after-tax benefit if the reduction were not made.Mr. Leven’s Employment Agreement was amended in 2013 to eliminate his ability to receive excise tax gross-up payments if any payment to him was subject to the excise tax imposed by Section 4999 of the Code, or any interest or penalties were incurred by Mr. Leven with respect to this excise tax.The Company’s 2004 Equity Award Plan was established in 2004. The purpose of the plan is to provide a means through which the Company may attract able persons to enter and remain in the employ of the Company. The change in control provisions of the plan were designed in furtherance of this goal.Further information about benefits underupon certain terminations of employment (including following a change in control and terminations of employmentcontrol) are described below under “Executive Compensation and Other Information — Potential Payments Upon Termination or Change in Control.”Tax and Accounting Considerations Relating to Executive CompensationSection 162(m) of the Internal Revenue CodeThe Compensation Committee’s general policy is that compensation should qualify as tax deductible to the Company for federal income tax purposes whenever possible. Under Section 162(m) of the Code generally disallows deductions for compensation paid to certain members of senior management (other than our chief financial officer) in excess of $1 million per year isyear. Historically, this deduction limitation did not deductible unless theapply to “performance-based” compensation is “performance-based” as described in the regulations under Section 162(m). Compensation is generally “performance-based” if it is determined usingcontingent on the attainment of pre-established objective formulas and criteriaperformance goals approved by the stockholders within the past five years. AnnualThe annual bonus awards under our Executive Cash Incentive Plan (and Mr. Adelson’s base and annual supplemental bonus awards) generally arethe equity awards under our 2004 Equity Award Plan were designed to maximize tax deductibility by satisfying the performance-based compensation exception to Section 162(m).On December 22, 2017, the U.S. enacted the Tax Cuts and Jobs Act (the “Act”). The maximum amountAct made significant changes to the executive compensation deduction rules in Section 162(m). These changes are generally effective for compensation paid in taxable years beginning after December 31, 2017, unless transition relief is available (as described below). The Act eliminates the historic exception for qualified “performance-based” compensation in determining the deductibility limitation. In addition, the Act provides the Section 162(m) deduction limitation will apply to annual compensation paid to an individual who served as the chief executive officer or chief financial officer at any time during the taxable year or one of the three highest compensated officers (other than the chief executive officer or chief financial officer) for the taxable year (collectively, the “covered employees”). Once an individual is a covered employee for a taxable year beginning after December 31, 2016, the individual is considered a covered employee for all future years, including after termination of employment and even after death.The Act includes a transition relief rule pursuant to which the changes to Section 162(m) under the Act, including the elimination of the exception for qualified “performance-based” compensation, will not apply to compensation payable pursuant to a participant underwritten binding contract that was in effect on November 2, 2017, and is not materially modified after that date. To the extent applicable to our existing contracts and awards, we expect to take advantage of this transition relief rule whenever possible. For this reason, our stockholders are being asked to approve the material terms of the performance goals of our Executive Cash Incentive Plan, in respect of an annual bonus award that is intended to qualify for the performance-based compensation exception to Section 162(m) is $10.0 million. In addition, awards under the 2004 Equity Award Plan also may satisfy the performance-based compensation exception to Section 162(m). The performance-based provisions of the Executive Cash Incentive Plan relating to the Compensation Committee’s discretion in selecting and applying performance criteria for purposes of granting and vesting awards intended to qualify as performance-based compensation for purposes of Section 162(m)which were amended on April 22, 2013 to conform to the performance-based provisions of our 2004 Equity Award Plan. The performance-based provisions of our 2004 Equity Award Plan and Executive Cash Incentive Plan werelast approved by our stockholders at the 2013 annual meeting of stockholders. Changesstockholders, as set forth in applicable tax lawsProposal No. 6 below. Because of uncertainties as to the application and regulations as well as factors beyond the controlinterpretation of the Compensation Committeetransition relief rule, however, no assurances can adversely impact the deductibility of compensation paid tobe given at this time that our executive officers who are covered by Section 162(m).The Compensation Committee believes that mathematical formulas cannot always anticipateexisting contracts and fairly address every situation that might arise. The Compensation Committee therefore retains the authority to adjust compensation in the case of unexpected, unusual or non-recurring events or to attract and retain key executive talent,awards, even if this results in place on November 2, 2017, and not modified following such date, will meet the payment of non-deductible compensation or to otherwise award or pay non-deductible compensation if the Compensation Committee deems it in the best interestsrequirements of the Company and its stockholders to do so. For example, during 2014, the Compensation Committee approved Mr. Goldstein’s 2015 Employment Agreement, which provides for an annual base salary in excess of $1 million. The Compensation Committee believed this compensation decision was necessary, appropriate and in the best interests of the Company and enabled the Company to retain the services of the core members of its executive team.Executive Compensation Related Policies and PracticesPolicies Regarding Stock Ownership and Hedging the Economic Risk of Stock OwnershipThe Company believes that the number of shares of the Company’s Common Stock owned by each named executive officer is a personal decision and encourages stock ownership, including through the compensation policies applicable to its named executive officers. Accordingly, the Company has not adopted a policy requiring its named executive officers to hold a portionminimum amount of their stockthe Company’s Common Stock during their employment at the Company.24Under our securities trading policy, our officers, directors and employees are not permitted to purchase our Common Stock on margin, sell our Common Stock short, or buy or sell puts, calls or other derivative instruments relating to our Common Stock. Although we discourage speculativeStock or enter into hedging or monetization transactions we do permit long-term hedging transactions that are designed to protect an individual’s investment ininvolving our Common Stock provided thatStock.Forfeiture of Improperly Received Compensation PolicyThe Board of Directors has adopted a forfeiture of improperly received compensation policy (the “Policy”), which applies to all employees of the hedgeCompany and its affiliates eligible to receive a bonus, incentive or equity award based in whole or in part on financial performance measures. The Policy applies whenever (1) there is a restatement (as such term is defined in the Policy) and it results in a revision to one or more performance measures used to determine an annual bonus or other incentive or equity-based compensation paid or awarded to an employee in respect of the period(s) to which the restatement relates (the “relevant period”), (2) the relevant period commenced not more than three years prior to the time at which the need for at least six monthsthe restatement is identified, (3) such revision results in durationa reduction in the amount or value of such bonus or other incentive or equity-based compensation and relates to stock(4) such restatement is, in whole or options heldin part, caused by the individual.Grant Practices for Stock Options, Restricted Stock and Restricted Stock UnitsAs discussed above, on September 6, 2017, the Company granted Mr. Adelson stock options for the 2017 calendar year, pursuant to the execution of his amended employment agreement. Mr. Adelson’s previous employment agreement providesprovided that grants of stock options arewere to be made by March 15 of the year to which the grant relates. As discussed above,related. Accordingly, on February 4, 2014,January 23, 2017, the Company granted Mr. Adelson stock options for the 20142017 calendar year. Grantsyear under his previous employment agreement. Additionally, under his previous employment agreement, grants of restricted stock to Mr. Adelson arewere to be made by March 15 following the year to which the award relates,related, provided that the performance goals for the prior year havehad been achieved. For the reasons described above under “—Elements of Executive Officer Compensation and Why We Chose to Pay Each Element—Long TermElement — Long-term Incentives (Equity Awards),” on February 4, 2014,January 23, 2017, the Company granted Mr. Adelson shares of restricted stock under his previous employment agreement in respect of his 20132016 performance.Grants of stock options, restricted stock and restricted stock units under our 2004 Equity Award Plan are approved by the Compensation Committee. Each member of the Compensation Committee is an independent director and an outside director within the meaning of Section 162(m). The equity grants made to Messrs. Adelson and Goldstein during 2014 were effective as of their respective grant dates, which are either the date of approval or, if later, a future date specified in the applicable employment agreement. The exercise price of all stock options to purchase shares of our Common Stock is equal to the fair market value of our Common Stock on the grant date.25COMPENSATION COMMITTEE REPORTThe Compensation Committee has reviewed and discussed the foregoing Compensation Discussion and Analysis contained in this Proxy Statement with management and, based on the review and discussions, the Compensation Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included by reference in the Company’s Annual Report on Form 10-K and this Proxy Statement.Steven L. Gerard, Chair (as of January 29, 2015, member since July 15, 2014)Micheline Chau (as of October 22, 2014)Charles A. KoppelmanThe foregoing Compensation Committee Report does not constitute soliciting material and should not be deemed filed or incorporated by reference into any other Company filing under the Securities Act of 1933, as amended (the “Securities Act”) or the Exchange Act, except to the extent the Company specifically incorporates this report by reference therein.26EXECUTIVE COMPENSATION AND OTHER INFORMATIONThe following table provides information regarding compensation for our Chief Executive Officer, Chief Accounting Officer and Global Controller (principal financial officer) and each of our other three highest paidnamed executive officers serving as such at December 31, 2014.20142017 Summary Compensation Table Year Salary
($) Bonus
($) Stock
Awards(1)
($) Option
Awards(2)
($) Non-Equity
Incentive Plan
Compensation
($) All Other
Compensation(3)
($) Total
($) 2014 $ 1,000,000 — $ 1,825,000 $ 1,825,000 $ 3,712,026 $ 3,629,698 $ 11,991,724 2013 $ 1,000,000 — $ 912,500 $ 1,825,000 $ 6,688,741 $ 3,577,640 $ 14,003,881 2014 $ 3,069,231 — — — $ 2,901,000 $ 1,912,565 $ 7,882,796 2013 $ 3,000,000 — — — $ 3,138,000 $ 807,868 $ 6,945,868 2014 $ 1,500,000 — — $ 45,045,000 $ 1,450,500 $ 656,790 $ 48,652,290 2013 $ 1,500,000 — — — $ 1,569,000 $ 449,621 $ 3,518,621 2014 $ 1,500,000 — — — $ 1,500,000 $ 535,726 $ 3,535,726 2013 $ 1,400,000 — $ 5,286,970 — $ 1,605,000 $ 323,853 $ 8,615,823 2014 $ 475,000 — — — $ 229,663 $ 1,324 $ 705,987 2013 $ 401,081 — $ 559,800 $ 353,400 $ 215,235 $ 1,384 $ 1,530,900 Name andPrincipal Position Year Salary
($) Bonus
($) Stock
Awards(1)
($) Option
Awards(2)
($) Non-Equity
Incentive Plan
Compensation(3)
($) All Other
Compensation(4)
($) Total
($)Sheldon G. Adelson 2017 $ 5,000,000 $ — $ 1,380,870 $ 2,825,000 $ 12,500,000 $ 4,380,629 $ 26,086,499 Chairman of the Board, Chief Executive Officer and Treasurer 2016 $ 1,000,000 $ — $ 1,816,042 $ 1,825,000 $ 4,335,341 $ 3,731,066 $ 12,707,449 2015 $ 1,000,000 $ — $ 1,228,273 $ 1,825,000 $ 4,785,035 $ 3,351,162 $ 12,189,470 Robert G. Goldstein 2017 $ 3,400,000 $ — $ — $ — $ 3,400,000 $ 1,343,765 $ 8,143,765 President and Chief Operating Officer 2016 $ 3,400,000 $ — $ — $ — $ 3,233,400 $ 1,570,843 $ 8,204,243 2015 $ 3,250,000 $ — $ — $ — $ 3,250,000 $ 3,589,031 $ 10,089,031 Patrick Dumont(5) 2017 $ 1,200,000 $ — $ — $ — $ 1,200,000 $ 103,792 $ 2,503,792 Executive Vice President and Chief Financial Officer 2016 $ 1,200,000 $ — $ — $ 6,552,000 $ 1,141,200 $ 27,017 $ 8,920,217 Lawrence A. Jacobs(6) 2017 $ 890,000 $ 890,000 $ — $ — $ — $ 14,804 $ 1,794,804 Executive Vice President, Global General Counsel and Secretary 2016 $ 284,800 $ 270,845 $ — $ 1,730,000 $ — $ 9,839 $ 2,295,484 ____________________(1)arerepresent the grant date fair values of stock awards granted during the fiscal years ended December 31, 2012, 2013 and 2014 in accordance with FASB ASC Topic 718 (disregarding any forfeiture assumptions with the exception of Mr. Leven’s 2012 grant, which is a performance-based restricted stock unit grant). The value of Mr. Leven’s 2012the restricted shares issued, which are determined by dividing the award assumingamount by the highest levelclosing stock price on the date of performance conditions will be achieved, is $13,494,000.grant and rounding down to the nearest whole share.(2)The amounts in this column represent the fair value of the options issued, which are determined by dividing the award amount by the fair value based on the Black-Scholes option valuation model. Assumptions used in the Black-Scholes calculation of these amounts are reflecteddisclosed in Note 14 to the consolidated financial statements for the years ended December 31, 2012, 20132015, 2016 and 20142017, included in the Company’s 20142017 Annual Report on Form 10-K. Mr. Tracy’s grant is for restricted share units(3)Consists of Sands China stock, which is traded on the Hong Kong Stock Exchange, and the grant date fair value was converted into U.S. dollars from Hong Kong dollars at the December 31, 2013 exchange rate of HKD7.754915:USD1.00.(2)The amounts in this column are the grant date fair values of option awards granted during the fiscal years ended December 31, 2012, 2013 and 2014 in accordance with FASB ASC Topic 718 (disregarding any forfeiture assumptions). Assumptions used in the calculation of these amounts are reflected in Note 14 to the consolidated financial statements for the years ended December 31, 2012, 2013 and 2014 included inshort-term performance-based cash incentives under the Company’s 2014 Annual Report on Form 10-K. On December 9, 2014 at the time he signed his 2015 Employment AgreementExecutive Cash Incentive Plan as further described in “Compensation Discussion and subjectAnalysis — Elements of Executive Officer Compensation and Why We Chose to among other things, his continued employment by the Company, Mr. Goldstein received a grant of 2,225,000 stock options, of which 250,000 vest on December 9, 2015, 350,000 vest on December 9, 2016, 400,000 vest on December 9, 2017, 250,000 vest on December 9, 2018, and 1,000,000 vest on December 31, 2019.(3)(4)20142017 are detailed in the following table.(5)Mr. Dumont began serving as the Company’s Executive Vice President and Chief Financial Officer in March 2016. (6)Mr. Jacobs joined the Company in September 2016. All Other Compensation 401(k)
Plans ($)(i) Life and
Disability
Insurance ($)(ii) Health Care
Insurance ($)(iii) Other ($)(iv)(v) Total ($) — $ 305 $ 79,370 $ 3,550,023 $ 3,629,698 — $ 300 $ 6,317 $ 1,905,948 $ 1,912,565 $ 6,765 $ 5,993 $ 54,361 $ 589,671 $ 656,790 $ 77,666 — — $ 458,060 $ 535,726 — $ 1,324 — — $ 1,324 Named Executive Officer 401(k)
Plan ($)(i) Life and
Disability
Insurance ($)(ii) Health Care
Insurance ($)(iii) Other ($)(iv)(v) Total ($) Sheldon G. Adelson $ — $ 11,436 $ 12,354 $ 4,356,839 $ 4,380,629 Robert G. Goldstein $ 7,140 $ 12,979 $ 32,604 $ 1,291,042 $ 1,343,765 Patrick Dumont $ — $ 2,637 $ 4,755 $ 96,400 $ 103,792 Lawrence A. Jacobs $ 7,140 $ 7,664 $ — $ — $ 14,804 ____________________(i)AmountThe amounts listed for Mr.Messrs. Goldstein isand Jacobs are the matching contribution made under The Venetian Casino Resort LLCthe Las Vegas Sands Corp. 401(k) Retirement Plan, which is a tax-qualified defined contribution plan that is generally available to our eligible employees. Amount listed for Mr. Tracy is the employer contribution made under Venetian Macau Limited’s provident retirement fund, which is generally available to all of Sands China’s permanent employees in Macao.(ii)AmountsThe amounts are imputed as income in connection with our payments in 20142017 of premiums on group term life insurance and short-term disability insurance. A lower amount of group term life insurance is generally available to all salaried employees. Short-term disability insurance is also generally available to all salaried employees.27(iii)2014, the executive officers2017, Messrs. Adelson, Goldstein and Dumont participated in a group supplemental medical insurance programexpense reimbursement plan available only to certain of our senior officers. The supplemental insurance coverage is in excess of the coverage provided by our group medical plan. The amounts in the table represent premiums, administration fees and claims paid for 2014.(iv)$3,270,807$3,970,028 to provide security to Mr. Adelson and his immediate family, (b) $136,016the annual reimbursement of professional fees of $200,000, (c) $143,611 for accrued dividends received upon the vesting of his restricted stock during 2014, (c) the annual reimbursement of professional fees of $100,000,2017 and (d) the costs of an automobile provided to Mr. Adelson of $43,200 for 20142017 pursuant to the terms of his employment agreement. The amount in the table for Mr. LevenGoldstein consists of (a) $798,454$1,134,947 related to Mr. Leven’sGoldstein’s personal use of aircraft based on the aggregate incremental cost to the Company, includingwhich is calculated based on the costallocable flight-specific costs of the personal flights (including, where applicable, return flights with no passengers) and includes costs such as fuel, catering, crew expenses, navigation fees, ground handling, unscheduled maintenance, ground transportation and air phones, but excludes fixed costs such as depreciation and overhead costs, (b) $690,000$135,395 for the reimbursement of taxes relating to this personal aircraft usage and (c) country club dues. The amount for Mr. Dumont consists of accrued dividends received upon the vesting of his restricted stock units during 2014, (c) $366,591 for accrued vacation pay received during 2014, (d) a retirement gift (watch) with a cost of $40,943, and (e) country club dues. The amount in the table for Mr. Goldstein consists of (a) $536,250 for accrued dividends received upon the vesting of his restricted stock during 2014, (b) compensation of $36,431 related to travel expenses for Mr. Goldstein’s wife provided under his employment agreement, and (c) country club dues. The amount in the table for Mr. Tracy consists of (a) $322,239 for dividends received on Sands China restricted share units held during 2014, (b) compensation related to $69,958 of travel expenses for Mr. Tracy and his family provided for under his employment agreement, (c) the incremental cost of $45,362 for providing accommodation, food and beverage and other services while living at The Venetian Macao property, (d) personal security services provided to Mr. Tracy, and (e) country club dues.(v)Our executive officers, as well as certain other employees, are also entitled to use workout facilities at the Canyon Ranch Spa at The Venetian Resort Hotel Casino and The Palazzo Resort Hotel Casino in Las Vegas and to receive dry cleaning services. The Company requires these executives to reimburse it in full for personal use of these facilities and services. On certain occasions, an executive officer’s spouse or other immediate family member has accompanied the executive officer on business-related flights on aircraft that we own or lease or provide pursuant to time sharing agreements. The Company also permits certain of its named executive officers to use Company personnel for home repairs during business hours on a limited basis. The Company requires that these executives reimburse it in full for these services. There is no incremental cost to the Company for any of these benefits.(4)Mr. Leven retired on December 31, 2014.(5)Mr. Tracy retired on March 6, 2015.2014282017 Grants of Plan-Based AwardsThe following table presents information on potential payment opportunities in respect of 20142017 performance for Messrs. Adelson, Leven, Goldstein, Dumont and Quartieri under our Executive Cash Incentive PlanJacobs and equity awards granted to them during 20142017 under our 2004 Equity Award Plan. Mr. Tracy’s plan-based awards are under Sands China plans or programs. Estimated Future Payouts
Under Non-Equity
Incentive Plan Awards(1) All Other
Stock
Awards:
Number of
Shares
of Stock or
Units
(#) All Other
Option
Awards:
Number of
Securities
Underlying
Options
(#) Exercise or
Base Price
of Option
Awards
($/Sh) Grant Date
Fair Value of
Stock and
Option
Awards(2)
($) Grant
Date Threshold
($) Target
($) Maximum
($) 1/28/14 55,169 $ 75.26 $ 1,825,000 1/28/14 24,249 $ 1,825,000 — $ 1,934,472 $ 1,934,472 — $ 2,641,025 $ 5,282,050 — $ 3,000,000 — 12/9/14 2,250,000 $ 56.11 $ 45,045,000 — $ 1,500,000 — — $ 1,500,000 — — $ 237,500 — Estimated Future Payouts
Under Non-Equity
Incentive Plan Awards(1) All Other
Stock
Awards:
Number of
Shares
of Stock or
Units
(#) All Other
Option
Awards:
Number of
Securities
Underlying
Options
(#) Exercise or
Base Price
of Option
Awards
($/Sh) Grant Date
Fair Value of
Stock and
Option
Awards(2)
($)Name Grant
Date Threshold
($) Target
($) Maximum
($) Sheldon G. Adelson 1/23/17 204,826 $ 55.47 $ 1,825,000 1/23/17 24,894 $ 1,380,870 9/6/17 115,606 $ 63.26 $ 1,000,000 Annual bonus $ — $ 12,500,000 $ 12,500,000 Robert G. Goldstein Annual bonus $ — $ 3,400,000 $ 3,400,000 Patrick Dumont Annual bonus $ — $ 1,200,000 $ 1,200,000 Lawrence A. Jacobs(3) Annual bonus $ — $ — $ — ____________________(1) for Mr. Adelson represent a range of potential incentive payment opportunities for 20142017 based on certain specified annualized EBITDA assumptions under hisMr. Adelson’s employment agreement and our Executive Cash Incentive Plan. Threshold amounts are not included in the table because, inIn accordance with his employment agreement, Mr. Adelson is not entitled to receive a baseAdelson’s annual cash bonus payment unlessmay range from $0 (if the Company achieves less than 85% of the 2014predetermined EBITDA-based performance target) to a maximum 250% of his annual base bonus EBITDA performance target. Mr. Adelson is not entitled to receive an annual bonus payment unlesssalary (if the Company achieves at least 80%100% or greater of the 2014 annual bonus EBITDA performance target. Under their employment agreements, Mr. Goldstein is, and Mr. Leven and Mr. Tracy were, eligible to receive discretionary bonuses based on the achievement of individual and company goals and objectives. In December 2013, Mr. Leven and Mr. Goldstein agreed that their 2014 bonuses would be based solely on the Company’s achievement ofpredetermined EBITDA-based performance objectives. Mr. Quartieri’s 2014 bonus was based on the achievement of individualtarget). For 2017, Messrs. Goldstein and company goals and objectives in accordance with the Management Incentive Program. Messrs. Leven, Goldstein, Tracy and QuartieriDumont were eligible to receive discretionary bonuses of 100%, 100%, 100% and 50%, respectively, of their annual base salaries, provided the threshold performance targets, to the extent set by the Compensation Committee, (or, in Mr. Tracy’s case, the Sands China Remuneration Committee), arewere met. See the discussion below under “— Employment Agreements,” as well as above under “Compensation Discussion and Analysis—Analysis — Elements of Executive Officer Compensation and Why We Chose to Pay Each Element—Element — Short-term Incentives” for more information regarding bonus incentive awards.(2)20142017, included in the Company’s 20142017 Annual Report on Form 10-K.Employment AgreementsThe executive employment agreements and other arrangements provide for the payment(3)Mr. Jacobs does not participate in the Executive Cash Incentive Plan, but under his employment agreement, Mr. Jacobs was eligible to receive a discretionary annual bonus based on performance criteria established by the Chief Executive Officer. 29Table of base salary, cash incentive bonuses and equity incentive awards as described below.Mr. Adelson. Mr. Adelson’s employment agreement provides for an annual base salary. He also is eligible for target base bonus and annual supplemental bonus payments and annual awards of options to purchase shares of Common Stock and shares of restricted stock as described under “Compensation Discussion and Analysis— Elements of Executive Officer Compensation and Why We Chose to Pay Each Element.”Mr. Leven. Mr. Leven’s Employment Agreement provided for an annual base salary and a grant of 300,000 restricted stock units. Mr. Leven also was eligible to receive an annual bonus with a target bonus of 100% of his base salary, or $3,000,000, in respect of his 2014 performance, subject to the achievement of performance targets to be established in accordance with the Company’s Management Incentive Program. In December 2013, Mr. Leven and the Company agreed that his 2014 bonus would be based solely on the Company’s achievement of EBITDA-based performance targets established by the Compensation Committee. Mr. Leven received the grant of 300,000 restricted stock units with the following vesting and settlement provisions on June 11, 2012:
Contents•If the average closing price on theNYSE of our Common Stock (the “Average Closing Price”) during the month of December 2013 was at least $50.00 per share then, on December 31, 2013, Mr. Leven would receive 100,000 shares of our restricted Common Stock, which would vest entirely on December 31, 2014.If the Average Closing Price during the month of December 2014 was at least $60.00 per share, then, in addition to any shares deliverable pursuant to the clause above, on December 31, 2014, Mr. Leven would receive 100,000 shares of our unrestricted Common Stock.If the Average Closing Price during the month of December 2014 was at least $70.00 per share then, in addition to any shares deliverable pursuant to any of the clauses above, on December 31, 2014, Mr. Leven would receive 100,000 shares of our unrestricted Common Stock.Any restricted stock unit awards that did not vest as of December 31, 2014, would terminate and be immediately forfeited without any consideration payable.The Average Closing Price of our Common Stock was greater than $50.00 per share during December 2013 and, accordingly, Mr. Leven received 100,000 restricted shares of our Common Stock on December 31, 2013, in settlement of 100,000 of his restricted stock units. The shares of restricted stock vested entirely on December 31, 2014. The Average Closing Price of our Common Stock did not exceed $60 during the month of December 2014, so the remaining 200,000 of Mr. Leven’s restricted stock units terminated and were forfeited on December 31, 2014.Mr. Goldstein. Mr. Goldstein’s Employment Agreement provided for an annual base salary and a grant of 375,000 shares of restricted stock. On March 8, 2012, Mr. Goldstein received the restricted stock, of which 20 percent (75,000 shares) vested on December 31, 2013 and 20 percent (75,000 shares) vested on December 31, 2014. The remaining 60 percent (225,000 shares) of the restricted stock grant vests on December 31, 2015. Mr. Goldstein also was eligible to receive a discretionary cash bonus of 100% of his base salary, or $1,500,000, in respect of his performance, subject to the achievement of performance targets to be established in accordance with the Company’s Management Incentive Program. In December 2013, Mr. Goldstein and the Company agreed that his 2014 bonus would be based solely on the Company’s achievement of EBITDA-based performance targets established by the Compensation Committee. On December 9, 2014, at the time he signed his 2015 Employment Agreement and subject to, among other things, his continued employment by the Company, Mr. Goldstein received a grant of 2,225,000 stock options, of which 250,000 vest on December 9, 2015, 350,000 vest on December 9, 2016, 400,000 vest on December 9, 2017, 250,000 vest on December 9, 2018, and 1,000,000 vest on December 31, 2019.Mr. Tracy. Mr. Tracy’s Employment Agreement provided for an annual base salary and a grant of 1,000,000 Sands China restricted share units. Mr. Tracy also was eligible to receive a discretionary cash bonus of 100% of his base salary, or $1,500,000, in respect of his performance, subject to his achievement of individual and Sands China performance goals. Mr. Tracy received the grant of 1,000,000 Sands China restricted share units on May 21, 2013. The grant was scheduled to vest in full on December 31, 2016, subject to, among other things, Mr. Tracy’s continued employment by Sands China on that date. In accordance with his Separation Agreement, Mr. Tracy’s restricted share units award agreement was amended to provide that 503,731 restricted share unitsvested on February 28, 2015 and the remaining 496,269 restricted share units will vest on December 31, 2016 at the end of his consulting agreement with Sands China. See “— Potential Payments Upon Termination or Change in Control” for additional information about Mr. Tracy’s Separation Agreement.Mr. Quartieri. Mr. Quartieri does not have an employment agreement with us.For additional information about the employment agreements, see “Compensation Discussion and Analysis — Elements of Executive Officer Compensation and Why We Choose to Pay Each Element — Employment Agreements” and “— Potential Payments Upon Termination or Change in Control.”20142017 Fiscal Year-EndThe following table sets forth information concerning Las Vegas Sands Corp.our stock options and shares of restricted stock and restricted stock units held by Messrs. Adelson, Leven, Goldstein, Dumont and Quartieri and Sands China restricted share units held by Mr. TracyJacobs at December 31, 2014. Option Awards Stock Awards Number of
Securities
Underlying
Unexercised
Options
(#) Exercisable Number of
Securities
Underlying
Unexercised
Options
(#) Unexercisable Option
Exercise
Price
($) Option
Expiration
Date Number of
Shares or
Units of Stock
That Have
Not Vested
(#) Market Value
of Shares or
Units of Stock
That Have
Not Vested(11)
($) — 12,639 (1) $ 43.28 2/3/2021 47,734 (7) $ 2,776,209 — 25,711 (2) $ 49.80 2/8/2022 — 43,169 (3) $ 51.08 1/28/2023 — 55,169 (4) $ 75.26 1/27/2024 10,000 — $ 112.64 12/16/2017 53,254 — $ 39.84 1/10/2016 225,000 (8) $ 13,086,000 30,988 — $ 83.86 3/29/2017 39,155 — $ 70.84 3/28/2018 300,000 — $ 4.09 7/9/2019 — 2,250,000 (5) $ 56.11 12/8/2024 — — 1,000,000 (9) $ 4,917,363 10,000 — $ 79.60 11/9/2016 10,000 (10) $ 581,600 15,000 — $ 66.85 4/22/2018 6,000 — $ 4.98 6/17/2019 1,375 — $ 11.56 10/26/2019 5,125 — $ 13.03 12/14/2019 10,000 — $ 13.34 2/22/2020 14,250 — $ 22.97 6/10/2020 — 10,000 6) $ 55.98 8/27/2023 Option Awards Stock Awards Name Number of
Securities
Underlying
Unexercised
Options
(#) Exercisable Number of
Securities
Underlying
Unexercised
Options
(#) Unexercisable Option
Exercise
Price
($) Option
Expiration
Date Number of
Shares or
Units of Stock
That Have
Not Vested
(#) Market Value
of Shares or
Units of Stock
That Have
Not Vested(1)
($)Sheldon G. Adelson 41,377 13,792 (2) $ 75.26 1/27/2024 61,905 (3) $ 4,301,778 — 74,856 (4) $ 55.41 2/3/2025 — 233,973 (5) $ 40.87 1/25/2026 — 204,826 (6) $ 55.47 1/22/2027 — 115,606 (7) $ 63.26 9/5/2027 Robert G. Goldstein 39,155 (8) — $ 70.84 3/28/2018 1,000,000 1,250,000 (9) $ 56.11 12/8/2024 Patrick Dumont 75,000 500,000 (10) $ 52.53 3/28/2026 Lawrence A. Jacobs — 200,000 (11) $ 54.73 9/5/2026 ____________________(1)The remaining unvested portion of this stock option grant vested on January 1, 2015.(2)The remaining unvested portion of this stock option grant vests in two equal installments on January 1, 2015 (which has vested) and January 1, 2016.(3)The remaining unvested portion of this stock option grant vests in three equal installments on January 1, 2015 (which has vested), January 1, 2016 and January 1, 2017.(4)The stock option grant vests in four equal installments on January 1, 2015 (which has vested), January 1, 2016, January 1, 2017 and January 1, 2018.(5)This stock option grant vests as follows: 250,000 options vest on December 9, 2015, 350,000 options vest on December 9, 2016, 400,000 options vest on December 9, 2017, 250,000 options vest on December 9, 2018 and 1,000,000 options vest on December 31, 2019.(6)The remaining unvested portion of this stock option grant as to 2,500 options vests on August 28, 2016, with the remaining unvested portion of this stock option grant as to 7,500 options vesting on August 28, 2017.
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Market value is determined based on the closing price of our Common Stock of |
(2) | The remaining unvested portion of this stock option grant vested on January 1, 2018. |
(3) | The remaining unvested portion of restricted stock awards vests as follows: 30,498 shares vested on January 1, 2018, 23,109 shares vest on January 1, 2019 and |
(4) | The remaining unvested portion of |
(5) | The remaining unvested portion of |
(6) | The stock option grant vests in four equal installments on January 1, 2018, 2019, 2020 and 2021. The 51,207 options that vested on January 1, 2018, were exercised on March 15, 2018. |
(7) | The stock option grant vests in three equal installments on September 6, 2018, 2019 and 2020. |
(8) | These options were exercised on March 13, 2018. |
(9) | The remaining unvested portion of this stock option grant vests as follows: 250,000 options vest on December 9, 2018 and 1,000,000 options vest on December 31, |
(10) | The remaining unvested portion of this stock option grant vests as |
(11) | The stock option grant vests in three equal installments on September 6, 2018, 2019 and 2020. |
2017
| Option Awards | Stock Awards | |||||||||||||||
Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting(1) ($) | ||||||||||||
Sheldon G. Adelson | 77,653 | $ | 3,497,290 | 30,747 | $ | 2,425,016 | ||||||||||
Michael A. Leven | 760,000 | $ | 54,719,060 | 100,000 | $ | 5,816,000 | ||||||||||
Robert G. Goldstein | 262,620 | $ | 17,376,482 | 75,000 | $ | 4,362,000 | ||||||||||
Edward M. Tracy | — | — | — | — | ||||||||||||
Michael A. Quartieri | — | — | — | — | ||||||||||||
| Option Awards | Stock Awards | |||||||||||||
| Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise(1) ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting(2) ($) | ||||||||||
| Sheldon G. Adelson | 129,809 | $ | 2,211,313 | 30,284 | $ | 1,617,468 | ||||||||
| Patrick Dumont | 115,000 | $ | 2,158,650 | 10,000 | $ | 602,800 | ||||||||
(1) | The value realized on exercise is the difference between the market price of our Common Stock as reported on the NYSE at the time of exercise and the closing price of our Common Stock at the time of grant, multiplied by the number of exercised stock options. |
(2) | Market value on each vesting date is determined based on the closing price of our Common Stock as reported on the NYSE on the applicable vesting date (or the last trading date before the vesting date if the vesting date falls on a non-trading date) and equals the closing price multiplied by the number of vested shares. |
all accrued and unpaid base salary and his salary and a pro rata full vesting of all unvested options and restricted stock outstanding on the date of termination of continued health and welfare benefits for the remainder of the term of the employment agreement (or, if longer, for twelve months following the date of termination, or, if earlier, until he receives health and welfare coverage from a subsequent employer). all accrued and unpaid base salary and a lump sum payment of two times the sum of his salary a pro rata portion of the Maximum Bonus for the year of termination of employment; continued health and welfare benefits for two years following termination (or, if earlier, until Mr. Adelson receives health and welfare coverage from a subsequent employer).31Potential Payments Upon Termination or Change in ControlEmployment AgreementsThe employment agreements for Messrs. Adelson, Leven, Goldstein, Dumont and TracyJacobs in effect on December 31, 20142017, provide or provided for payments and the continuation of benefits upon certain terminations of employment, and/or if there isincluding a change in control of the Company. All payments under the executive employment agreements for Messrs. Adelson, LevenGoldstein, Dumont and GoldsteinJacobs in connection with a termination of employment are subject to the applicable named executive officer’s agreement to release the Company from all claims relating to his employment and the termination of his employment. Mr. Adelson and Mr. GoldsteinThese named executive officers also are and Mr. Tracy was, also subject to covenants restricting their ability to compete with the Company or to hire Company employees for a specified period following termination of employment. The following summaries are qualified in all respects by the terms of the applicable employment agreements and applicable law.Mr. AdelsonIn the event of a termination of Mr. Adelson’s employment for cause (as defined below) or his voluntary termination (other than for good reason (as defined below))a retirement or within the two-year period following a change in control), all of his salary and benefits will immediately cease (subject to any requirements of law).In the event of a termination of Mr. Adelson’s employment by us without cause or a voluntary termination by Mr. Adelson for good reason (as defined below) other than during the two yeartwo-year period following a change in control (as defined in the Company’s 2004 Equity Award Plan and below), we will be obligated to pay or provide Mr. Adelson with:bonus(es)bonus through the date of termination;base bonus, if applicable, forhe would have received had he remained employed through the remainder of the term of his employment agreement, or if he becomes employed elsewhere, the difference, if any, between 50% of the salary and bonus compensation earned in such other employment and the salary and base bonus, if applicable, payable under his employment agreement with us; annual bonus for the year of termination of employment at the time the bonus would normally be paid;employment;employment, with all option awards remaining exercisable during the full original term of the option; andIn the event of a termination of Mr. Adelson’s employment by us without cause or a termination by Mr. Adelson for good reason within the two-year period following a change in control or Mr. Adelson’s voluntary termination at any time during the one-year period following a change in control, we will be obligated to pay or provide Mr. Adelson with:bonus(es)bonus through the date of termination;plus, if applicable, his target base bonus and target annual supplemental bonusthe Maximum Bonus for the year of termination;full vesting of all unvested options and restricted stock awards outstanding on the date of termination of employment;a pro rata target base bonus and target annual supplemental bonus foremployment, with all option awards remaining exercisable during the yearfull original term of termination of employment;the option; and
However, if
all accrued and unpaid base salary and bonus(es)bonus through the date of termination;
continued payments of salary and if applicable, baseannual bonus less any applicable disability short term insurance payments, for a period ofhe would have received had he remained employed through the twelve months following the date of termination, of employment;
accelerated vesting of options and restricted stock awards such that all such options and awards that would have vested during the twelve month period following the date of termination will become vested as of the date of termination of employment; and
a pro rata annual bonus payable at the time the bonus would normally be paid.
In the event of a termination of Mr. Adelson’s employment due to his retirement or a non-renewal termination, we will be obligated to pay or provide Mr. Adelson with:
all accrued and unpaid base salary and bonus(es) through the date of termination;
in the case of his retirement, a pro rata annual bonus for the year of termination of employment at the time the bonus would normally be paid;paid based on the amount of bonus Mr. Adelson would have earned if he had remained employed for the full year;
continued health and welfare benefits, including for Mr. Adelson’s covered dependents, for twelve months following the date of termination.
If Mr. Adelson terminates his employment on or after the last day of a fiscal year but before the actual grant date of the restricted stock award
0% if the termination was for cause or a voluntary termination (other than for good reason or retirement);
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100% if the termination is by us without cause or by the executive for good reason or due to retirement.
In addition, Mr. Adelson is subject to covenants restricting his ability to compete with the Company or to hire Company employees for a specified period following termination of his employment.
Definitions.The terms “cause,” “disability,” “good reason” and “change in control” are defined in Mr. Adelson’s employment agreement as follows:
he is convicted
he uses alcohol or drugs that render him materially unable to perform the functions of his job or carry out his duties to the Company and fails to correct his behavior following written notice;
he materially breaches his employment agreement and fails to correct the breach following written notice;
he commits any act or acts of serious and willful misconduct (including disclosure of confidential information) that is likely to cause a material adverse effect on the business of the Company, its subsidiaries or affiliates; or
his gaming license is revoked or suspended by the Nevada gaming authorities and he fails to correct the situation following written notice;authorities; provided, that in the event that the revocation or suspension occurs without there having been any fault on his part, the termination will be treated in the same manner as a termination due to disability instead of for “cause.”
the Company fails to maintain him as Chairman of the Board of Directors, andexcept as otherwise required by applicable law or regulation, or the sole Chief Executive Officer, unless the Board determines that these positions must be held by someone other than Mr. Adelson due to applicable statutory, regulatory or stock exchange requirements, or if this practice is common among companies of similar size in similar industries to us, and the Board determines that this practice constitutes best practices of corporate governance;
the Company reduces his base salary;
subject to specified exceptions, the Company reduces his target base bonus, target annual bonus or target incentive award opportunity;
there is a materialreduction in Mr. Adelson’s base salary, annual bonus opportunity, benefits or perquisites;
the Company materially breaches the employment agreement.
the acquisition by any individual, entity or group of beneficial ownership of 50% or more (on a fully diluted basis) of either the then outstanding shares of the Company’s Common Stock or the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors; provided, however, that the following acquisitions shall not constitute a change in control: (I)(i) any acquisition by the Company or any affiliate (as defined), (II)(ii) any acquisition by any employee benefit plan sponsored or maintained by the Company or any affiliate, (III)(iii) any acquisition by Mr. Adelson or any related party (as defined)defined in his employment agreement) or any group of which Mr. Adelson or a related party is a member, (IV)(iv) certain reorganizations, recapitalizations, mergers, consolidations, statutory share exchanges or similar forms of corporate transaction that do not result in a change of ultimate control of more than 50% of the total voting power of the resulting entity or the change in a majority of the boardBoard of directors,Directors, or (V)(v) in respect of an executive officer, any acquisition by the executive officer or any group of persons including the executive officer (or any entity controlled by the executive officer or any group of persons including the executive officer);
the incumbent members of the boardBoard of directorsDirectors on the date that the agreement was approved by the incumbent directors or directors elected by stockholder vote (other than directors elected as the result of an actual or threatened election contest) cease for any reason to constitute at least a majority of the board;
the Company’s dissolution or liquidation;
the sale, transfer or other disposition of all or substantially all of the Company’s business or assets other than any sale, transfer or disposition to Mr. Adelson or one of his related parties; or
the consummation of certain reorganizations, recapitalizations, mergers, consolidations, statutory share exchanges or similar forms of corporate transaction unless, immediately following any such business combination, there is no change of ultimate control of more than 50% of the total voting power of the resulting entity or change in a majority of the boardBoard of directors.
Mr. Leven
Mr. Leven’s Employment Agreement provided that in the event that his employment was terminated by the Company (other than for cause as defined in his Employment Agreement and below) or by reason of his death or disability or if Mr. Leven terminated his employment for good reason (as defined in his Employment Agreement and below), then he would be entitled to receive:
his accrued and unpaid base salary and bonus(es) through the date of termination;
a lump sum cash payment of 50% of the base salary he would have received had he remained employed through the remainder of the term of his Employment Agreement; and
continued participation in the health and welfare benefit plans of the Company during the remainder of the term of his agreement (or, if earlier, until he receives health and welfare coverage with a subsequent employer).
In addition, Mr. Leven’s Employment Agreement was amended in 2013 to provide that if Mr. Leven’s employment was terminated (a) prior to the expiration of the term of his Employment Agreement because the Company discharged him (other than for cause), he terminated his employment for good reason or his employment was terminated due to his death or disability, or (b) his employment terminated by reason of expiration of the term of his Employment Agreement, then the 300,000 restricted stock units granted to him on June 11, 2012 under his Employment Agreement would remain outstanding and be eligible to be earned and vest if the appropriate performance targets were satisfied without regard to Mr. Leven’s continued employment by the Company.
Definitions. The terms “cause” and “good reason” were defined in Mr. Leven’s Employment Agreement as follows:
Mr. Leven may be terminated by the Company for “cause” if the Board, at a duly noticed meeting, has determined that one or more of the following events has occurred:
he is convicted of a felony, misappropriation of any material funds or material property of the Company or any of its affiliates, commits fraud or embezzlement with respect to the Company or any of its affiliates or commits any material act of dishonesty relating to his employment by the Company resulting in direct or indirect personal gain or enrichment at the expense of the Company or any of its affiliates;
he uses alcohol or drugs in a manner that renders him materially unable to perform the functions of his job or carry out his duties to the Company and fails to correct his behavior following written notice;
he materially breaches his Employment Agreement and the breach is likely to cause a material adverse effect on the business of the Company or any of its affiliates and fails to correct the breach following written notice; or
he commits any act or acts of serious and bad faith willful misconduct (including disclosure of confidential information) that is likely to cause a material adverse effect on the business of the Company or any of its affiliates.
Mr. Leven may terminate his employment with the Company for “good reason” if:
the Company materially breaches his Employment Agreement;
the Company reduces his base salary;
the Company reduces his target bonus;
there is a material change in his duties and responsibilities that would cause his position to have less dignity, importance or scope than intended on the date of the employment agreement; or
Sheldon G. Adelson is not serving as the Company’s Chief Executive Officer and Chairman of the Board (unless Mr. Adelson’s current spouse is serving in such capacities).
Mr. Leven’s Employment Agreement also was amended in 2013 to eliminate payments upon the occurrence of a change in control of the Company and eliminate excise tax gross-up payments.
Mr. Goldstein
base salary through the date of termination of employment;
andsuch other compensation and benefits as may be provided in applicable plans and programs of the Company, according to the terms and conditions of such plans and programs.
continuation of his base salary for twelve months following termination of employment (or, if shorter, the remainder of the initial term of his employment agreement);
reimbursement for expenses incurred, but not paid priorUnder Mr. Goldstein’s employment agreement, he is permitted to such termination of employment, subject to the receipt of supporting information by the Company; and
such other compensation and benefits as may be provided in applicable plans and programs of the Company, according to the terms and conditions of such plans and programs.
Under his 2015 Employment Agreement, Mr. Goldstein also would be entitled to the above payments and benefits if he terminates his employment for good reason (as defined in his 2015 Employment Agreement).
In the event that Mr. Goldstein terminatedterminate his employment with the Company upon 30 days’ written notice following a change in control (as defined in the Company’s 2004 Equity Award Plan, as well as in the description of Mr. Adelson’s employment agreement above), then, pursuant to; provided that his Employment Agreement,termination of employment may not be effective until twelve months following the change in control. Under those circumstances, he would be entitled to receive:
all accrued and unpaid base salary and previously earned bonus(es) through the date of termination;
a lump sum payment of two (2) times his base salary;
prorated
continued participation in the health and welfare benefit plans of the Company and employer contributions to non-qualified retirement plans and deferred compensation plans, if any, for two years following the date of termination.
Under Mr. Goldstein’s 2015 Employment Agreement, he is permittedtermination, provided that the Company’s obligation to terminateprovide these benefits shall cease under certain circumstances.
all accrued and unpaid base salary and previously earned bonus(es) through the date of termination;
a lump sum payment of two (2) times his base salary;
accelerated vesting of the grant of 375,000 shares of restricted stock granted to Mr. Goldstein on March 8, 2012 under his Employment Agreement and 2,225,000 stock options granted to Mr. Goldstein on December 9, 2014 under his 2015 Employment Agreement; and
continued participation in the health and welfare benefit plans of the Company and employer contributions to non-qualified retirement plans and deferred compensation plans, if any, for two years following the date of termination.
In the event that Mr. Goldstein voluntarily terminated his employment with the Company, he would be entitled to receive:
base salary through the date of termination of employment;
reimbursement for expenses incurred, but not paid prior to such termination of employment, subject to the receipt of supporting information by the Company; and
such other compensation and benefits as may be provided in applicable plans and programs of the Company, according to the terms and conditions of such plans and programs.
In the event that Mr. Goldstein’s employment with the Company wasis terminated due to his death or disability then, pursuant to(as defined in his Employment Agreement,employment agreement and below), then Mr. Goldstein or his estate, as the case may be, would be entitled to receive:
continuation of his base salary for twelve months following termination of employment (or, if shorter, the remainder of the initial term of his Employment Agreement), less any short term disability insurance proceeds he receives during such period in the event termination of his employment is due to his disability;
reimbursement for expenses incurred, but not paid prior to such termination of employment, subject to the receipt of supporting information by the Company;
prorated vesting of the grant of 375,000 shares of restricted stock granted to Mr. Goldstein on March 8, 2012 under his Employment Agreement for a termination of his employment in any of the 2013, 2014 or 2015 calendar years; and
such other compensation and benefits as may be provided in applicable plans and programs of the Company, according to the terms and conditions of such plans and programs.
Under his 2015 Employment Agreement, in the event that Mr. Goldstein’s employment with the Company is terminated due to his death or disability, then Mr. Goldstein or his estate, as the case may be, would be entitled to receive:
continuation of his base salary for twelve months following termination of employment (or, if shorter, the remainder of the initial term of his 2015 Employment Agreement)agreement), less (1) any short termshort-term disability insurance proceeds he receives during such period in the event termination of his employment is due to his disability and (2) any life insurance proceeds Mr. Goldstein’s estate receives from company-paid life insurance policies;
reimbursement for expenses incurred, but not paid prior to such terminationpolicies in the event of employment, subject to the receipt of supporting information by the Company;
accelerated vesting of the grant of 375,000 shares of restricted stock granted to Mr. Goldstein on March 8, 2012 under his Employment Agreement for the portion of the restricted stock award that would have vested during the 12-month period following the date of termination; and
accelerated vesting of the grant of 2,225,0002,250,000 stock options granted to Mr. Goldstein on December 9, 2014 under his 2015 Employment Agreement foremployment agreement in the event of a termination of his employment in the 2019 calendar year for that portion of the stock option grant that would have vested during the 2019 calendar year;year.
such other compensation and benefits as may be provided in applicable plans and programs of the Company, according to the terms and conditions of such plans and programs.
Definitions. The term “cause” was “good reason” are defined in Mr. Goldstein’s Employment Agreement and his 2015 Employment Agreementemployment agreement as follows:
he is convicted of a felony or misappropriates any material funds or material property of the Company, its subsidiaries or affiliates;
he commits fraud or embezzlement with respect to the Company, its subsidiaries or affiliates;
he commits any material act of dishonesty relating to his employment by the Company resulting in direct or indirect personal gain or enrichment at the expense of the Company, its subsidiaries or affiliates;
he uses alcohol or drugs that render him materially unable to perform the functions of his job or to carry out his duties to the Company and he fails to correct the situation following written notice;
he commits a material breach of his employment agreement and he fails to correct the situation following written notice;
he commits any act or acts of serious and willful misconduct (including disclosure of confidential information) that is likely to cause a material adverse effect on the business of the Company, its subsidiaries or affiliates; or
his gaming license is withdrawn with prejudice, denied, revoked or suspended by any of the Nevada gaming authorities with jurisdiction over the Company or its affiliates and he fails to correct the situation following written notice.
the Company’s removal of Mr. Goldstein from the position of President and Chief Operating Officer of the Company; or
any other material adverse change in Mr. Goldstein’s status, position, duties or responsibilities (which shall include any adverse change in the reporting relationships described in his 2015 Employment Agreement)employment agreement), which is not cured within thirty (30)30 days after written notice thereof is delivered by Mr. Goldstein to the Company.
Dumont continuation of his base salary through the date of termination of employment; reimbursement for continuation of his base salary through the date of termination of employment; reimbursement for all accrued and unpaid base salary and previously earned bonus(es) through the date of Definitions.The terms he commits any material act of dishonesty relating to his employment by the Company resulting in direct or 35Mr. TracyMr. Tracy’s Employment Agreement (which was effective until his retirement on March 6, 2015) providedDumont’s employment agreement provides that in the event that Mr. Tracy’shis employment wasis terminated by Sands Chinathe Company for cause (as defined in his Employment Agreementemployment agreement and below), death or because ofdisability, or Mr. Dumont terminates his voluntary termination of employment agreement without good reason (as defined in his employment agreement and below), then Mr. TracyDumont would be entitled to receive:receive the “Dumont Standard Benefits” described below: reasonable business expenses incurred, but not paid prior to such termination of employment, subject to the receipt of supporting information by Sands Chinathe Company; andsuch other compensation and benefits as may be provided in applicable Sands China policiesplans and procedures regarding reimbursementprograms of business expenses;the Company, according to the terms and conditions of such plans and programs.repatriation expensesIn the event that Mr. Dumont’s employment is terminated by the Company without cause or he terminates his employment agreement for good reason, then, pursuant to his employment agreement, Mr. TracyDumont would be entitled to receive, in addition to the Dumont Standard Benefits:continuation of base salary for twelve months following termination of employment; andcontinuation participation in the health plans of the Company for one year following the date of termination, provided that the Company’s obligation to provide such heath care benefits shall cease at the time he and his wife.dependents become eligible for comparable benefits from another employer that do not exclude any pre-existing condition of he or any covered dependent that was not excluded under the Company’s health plans immediately prior to the date of termination.Under Mr. Dumont’s employment agreement, he is permitted to terminate his Employment Agreement,employment with the Company upon 90 days’ written notice following a change in control (as defined in the Company’s 2004 Equity Award Plan and in the description of Mr. Adelson’s employment agreement above); provided that his termination of employment may not be effective until twelve months following the change in control. Under those circumstances, he would be entitled to receive:all accrued and unpaid base salary and previously earned bonus(es) through the date of termination; anda lump sum payment of one (1) times his base salary.Definitions. The terms “cause”, “disability” and “good reason” are defined in Mr. Dumont’s employment agreement as follows:Mr. Dumont may be terminated by the Company for “cause” if:he is convicted of a felony or misappropriates any material funds or material property of the Company or any of its affiliates;he commits fraud or embezzlement with respect to the Company or any of its affiliates;he commits any material act of dishonesty relating to his employment by the Company resulting in direct or indirect personal gain or enrichment at the expense of the Company or any of its affiliates;he uses alcohol or drugs that render him materially unable to perform the functions of his job or to carry out his duties to the Company and he fails to correct the situation following written notice;he commits a material breach of his employment agreement and he fails to correct the situation following written notice;he commits a material breach of the Company’s Code of Business Conduct and Ethics; orhe commits any act or acts of serious and willful misconduct (including disclosure of confidential information or other material breach of the restrictive covenants, warranties and acknowledgments included in the employment agreement) that is likely to cause a material adverse effect on the business of the Company or any of its affiliates.36The term “disability” is defined in Mr. Dumont’s employment agreement to mean that Mr. Dumont shall, in the opinion of an independent physician selected by the Company, become so physically or mentally incapacitated that he is unable to perform the duties of his employment.The term “good reason” is defined in Mr. Dumont’s employment agreement to mean any of the following:a material breach of Mr. Dumont’s employment agreement by the Company;a reduction in Mr. Dumont’s base salary;a material change in Mr. Dumont’s duties or responsibilities that would cause Mr. Dumont’s position to have less dignity, importance or scope than intended at the effective date of his employment agreement; ora change in control provided, that good reason shall not be deemed to occur solely as a result of a transaction in which the Company becomes a subsidiary of another company, assuming no change in control so long as Mr. Dumont’s duties and responsibilities of office are not materially changed as they relate solely to the Company.Mr. JacobsMr. Jacobs’ employment agreement provides that in the event that Mr. Tracy terminated his employment with Sands Chinais terminated by the Company for cause (as defined in his employment agreement and below) or Mr. Jacobs terminates his employment agreement without cause (other than for good reason)reason (as defined in his employment agreement and below), then Mr. Tracy was required to provide three months’ notice in writing or pay the equivalent of three months’ salary as payment in lieu of actual notice, andJacobs would also be entitled to receive:receive the “Jacobs Standard Benefits” described below: reasonable business expenses incurred, but not paid prior to such termination of employment, subject to the receipt of supporting information by Sands Chinathe Company; andsuch other compensation and benefits as may be provided in applicable Sands China policiesplans and procedures regarding reimbursementprograms of business expenses;the Company, according to the terms andrepatriation expenses for Mr. Tracy conditions of such plans and his wife.In the event that Mr. Tracy’sJacobs’ employment was terminated due to his death, then, pursuant to his Employment Agreement, Mr. Tracy’s heirs would be entitled to receive:base salary through the date of termination of employment;reimbursement for reasonable business expenses incurred, but not paid prior to such termination of employment, subject to the receipt of supporting information by Sands China and applicable Sands China policies and procedures regarding reimbursement of business expenses;repatriation expenses;prorated vesting of his 2013 grant of 1,000,000 Sands China restricted share units;six months of his base salary, payable in a lump sum; andprorated bonus for the year of termination when and if the bonus for the year will be awarded to other Sands China executives.Under Mr. Tracy’s Employment Agreement, in the event that his employment wasis terminated by Sands China due to his disability, then Mr. Tracy would be entitled to receive:base salary through the date of termination of his employment;reimbursement for reasonable business expenses incurred, but not paid prior to such termination of employment, subject to the receipt of supporting information by Sands China and applicable Sands China policies and procedures regarding reimbursement of business expenses;repatriation expenses for Mr. Tracy and his wife;prorated vesting of his 2013 grant of 1,000,000 Sands China restricted share units;six months of his base salary, payable in a lump sum;prorated bonus for the year of termination when and if the bonus for the year will be awarded to other Sands China executives; andhealth insurance coverage for 12 months.In the event that Mr. Tracy’s employment was terminated by Sands ChinaCompany without cause or Mr. Tracy terminatedhe terminates his employment with Sands Chinaagreement for good reason, then, pursuant to his Employment Agreement,employment agreement, Mr. TracyJacobs would be entitled to receive:termination of his employment;reimbursement for reasonable business expenses incurred, but not paid prior to such termination of employment, subject to the receipt of supporting information by Sands China and applicable Sands China policies and procedures regarding reimbursement of business expenses;repatriation expenses for Mr. Tracy and his wife;prorated vesting of his 2013 grant of 1,000,000 Sands China restricted share units;six months of his base salary, payable in a lump sum;prorateda pro rata bonus for the year of termination when and ifof employment at the time the bonus would normally be paid based on the amount of bonus Mr. Jacobs would have earned if he had remained employed for the year will be awarded to other Sands China executives; andhealth insurance coverage for 18 months.“cause,” “disability,”“cause” and “good reason” and “change in control” wereare defined in Mr. Tracy’s Employment AgreementJacobs’ employment agreement as follows:Mr. TracyJacobs may be terminated by Sands Chinathe Company for “cause” for :if:his failure to follow lawful and reasonable directions communicated to him by his supervisor or the company’s president;his engaging in conduct whichhe is materially injurious to Sands China, monetarily or otherwise;his convictionconvicted of a pleafelony or misappropriates any material funds or material property of nolo contendere, a guilty pleathe Company or his confession to an actany of its affiliates;he commits fraud misappropriation or embezzlement with respect to the Company or to a felony;his habitual drunkenness or useany of illegal substances;his material breach of his employment agreement;an act of neglect or misconduct which Sands China, at its sole discretion, deems to be good and sufficient cause;failure to act (including disclosureindirect personal gain or enrichment at the expense of confidential information), that is likely to seriously prejudice the businessCompany or reputationany of Sands China or its affiliates;
any material act,he uses alcohol or failuredrugs that render him materially unable to act, which brings serious disrepute upon Mr. Tracy, either personallyperform the functions of his job or professionally;
any material violation of any law, rule or regulation of any governmental or regulatory body materialto carry out his duties to the business of Sands China or its affiliates;
Company and he fails to correct the failure to obtain, or loss, revocation or suspension of any license or certification of Mr. Tracy’s necessary for him to discharge duties on behalf of Sands China;
his material failure to abide by the policies and procedures, including, without limitation, the Sands China or its affiliates, as appropriate, policy against harassment;
his death;
his disability (as defined below); or
any other facts that the Macao Labour Law qualifies as just cause for rescission by Sands China.
The term “disability” was defined as Mr. Tracy’s inability to perform, for a period of 45 days, the essential functions of the position by reason of permanent mental or physical disability, whether resulting from illness, accident or otherwise.
The term “good reason” was defined as (i)he commits a material breach of his employment agreement by Sands China; (ii)and he fails to correct the situation following written notice;
A “change in control” occurs upon:
|
the incumbent members of the board of directors of Sands China on the date the agreement was approved by the incumbent directors of Sands China or directors elected by stockholder vote cease for any reason to constitute at least a majority of the board of directors of Sands China;
the dissolution or liquidation of Sands China;
the sale, transfer or other disposition of all or substantially all of the business or assets of Sands China, other than any such sale, transfer or other disposition to Mr. Adelson or one of his related parties; or
the consummation of certain reorganizations, recapitalizations, mergers, consolidations, statutory share exchanges or similar forms of corporate transaction involving Sands China, unless immediately
|
Mr. Quartieri
Mr. Quartieri does not have an employment agreement with us and is not entitled to payments upon termination or change in control.
2004 Equity Award Plan
all outstanding options and equity (other than performance compensation awards) issued under the 2004 Equity Award Plan shall fully vest; and
outstanding awards may be cancelled and the value of the awards shall be paid to the participants in connection with a change in control.
2017
amounts included asin cash payments for incentive bonus payments for 2015 performance are target amounts based on the achievementeach named executive achieving 100% of their performance targets and/or goals;
the named executive officer did not become employed by a subsequent employer; and
equity awards vest fully upon a change in control, if provided in the applicable employment agreement.
Name | Cash Payments | Acceleration of Restricted Stock(1) | Acceleration of Options(2) | Continued Health Benefits | Total | |||||||||||||||
Sheldon G. Adelson | ||||||||||||||||||||
-Without Cause/For Good Reason | $ | 5,185,863 | $ | 4,601,209 | $ | 708,649 | $ | 10,000 | $ | 10,505,721 | ||||||||||
-Change in Control | $ | 15,726,491 | $ | 4,601,209 | $ | 708,649 | $ | 20,000 | $ | 21,056,349 | ||||||||||
-Death/Disability | $ | 5,313,023 | $ | 2,098,044 | $ | 397,410 | — | $ | 7,808,477 | |||||||||||
Michael A. Leven(3) | ||||||||||||||||||||
-Without Cause/For Good Reason | — | — | — | — | — | |||||||||||||||
-Change in Control | — | — | — | — | — | |||||||||||||||
-Death/Disability | — | — | — | — | — | |||||||||||||||
Robert G. Goldstein | ||||||||||||||||||||
-Without Cause/For Good Reason | $ | 1,500,000 | — | — | — | $ | 1,500,000 | |||||||||||||
-Change in Control | $ | 4,569,000 | $ | 7,371,248 | — | $ | 20,000 | $ | 11,960,248 | |||||||||||
-Death/Disability | $ | 1,500,000 | $ | 7,371,248 | — | — | $ | 8,871,248 | ||||||||||||
Edward M. Tracy(4) | ||||||||||||||||||||
-Without Cause/For Good Reason | $ | 2,250,000 | $ | 2,194,187 | — | — | $ | 4,444,187 | ||||||||||||
-Change in Control | $ | 2,250,000 | $ | 2,194,187 | — | — | $ | 4,444,187 | ||||||||||||
-Death/Disability | $ | 2,250,000 | $ | 2,194,187 | — | — | $ | 4,444,187 | ||||||||||||
Michael A. Quartieri | ||||||||||||||||||||
-Without Cause/For Good Reason | — | — | — | — | — | |||||||||||||||
-Change in Control | — | — | — | — | — | |||||||||||||||
-Death/Disability | — | — | — | — | — | |||||||||||||||
| Name | Cash Payments | Acceleration of Restricted Stock(1) | Acceleration of Options(2) | Continued Health Benefits(3) | Total | ||||||||||||||||
| Sheldon G. Adelson | |||||||||||||||||||||
| -Without Cause/For Good Reason | $ | 82,500,000 | $ | 4,301,778 | $ | 11,342,166 | $ | 80,000 | $ | 98,223,944 | |||||||||||
| -Change in Control | $ | 47,500,000 | $ | 4,301,778 | $ | 11,342,166 | $ | 40,000 | $ | 63,183,944 | |||||||||||
| -Death/Disability | $ | 30,000,000 | $ | 4,301,778 | $ | 11,342,166 | $ | 20,000 | $ | 45,663,944 | |||||||||||
| Robert G. Goldstein | |||||||||||||||||||||
| -Without Cause/For Good Reason | $ | 3,400,000 | $ | — | $ | — | $ | — | $ | 3,400,000 | |||||||||||
| -Change in Control | $ | 10,200,000 | $ | — | $ | 16,725,000 | $ | 40,000 | $ | 26,965,000 | |||||||||||
| -Death/Disability | $ | 3,400,000 | $ | — | $ | — | $ | — | $ | 3,400,000 | |||||||||||
| Patrick Dumont | |||||||||||||||||||||
| -Without Cause/For Good Reason | $ | 1,200,000 | $ | — | $ | — | $ | 20,000 | $ | 1,220,000 | |||||||||||
| -Change in Control | $ | 2,400,000 | $ | — | $ | 8,480,000 | $ | — | $ | 10,880,000 | |||||||||||
| -Death/Disability | $ | — | $ | — | $ | — | $ | — | $ | — | |||||||||||
| Lawrence A. Jacobs | |||||||||||||||||||||
| -Without Cause/For Good Reason | $ | 1,780,000 | $ | — | $ | — | $ | — | $ | 1,780,000 | |||||||||||
| -Change in Control | $ | — | $ | — | $ | 2,952,000 | $ | — | $ | 2,952,000 | |||||||||||
| -Death/Disability | $ | — | $ | — | $ | — | $ | — | $ | — | |||||||||||
(1) | Reflects |
(2) | Reflects the value of accelerated vesting of options equal to the excess of (a) the closing price of our Common Stock on December |
Mr. Adelson vested during the period from January 1, |
(3) |
|
|
Mr. Tracy
Mr. Tracy and Sands China entered into his Separation Agreement in connection with his retirement from Sands China. Under Mr. Tracy’s Separation Agreement, he has received or will receive:
a lump sum payment
an amendment of his restricted share units award agreement to provide for accelerated vesting on February 28, 2015 of 503,731
in connection with the accelerated vesting of 503,731 of his restricted share units and in lieu of delivering the shares, a lump sum payment of $2.08 million, representing the average price25% of these shares on March 6, 2015 less applicable payroll deductions;
continued exercisability of any Sands China stock options were vested as of March 6, 2015, until 90 days following the end of Mr. Tracy’s consultancy agreement with Sands China;
a payout of 100% of his accrued provident fund;
his 2014 bonus, payable when (and if) such bonuses are paid;
a consultancy agreement pursuant to which Mr. Tracy will be engaged by Sands China as a consultant for the period from March 7, 2015 through December 31, 2016 and will be paid $250,000 per year;
health insurance through the consultancy agreement with COBRA eligibility thereafter; and
repatriation expenses toindividuals located in the United States and 75% located outside of the United States. Of these employees, 48,346 individuals are full-time or part-time employees, with the remainder employed on a seasonal or temporary basis.
| ◦ | U.S. employees: Medicare wages that were reported on 2017 Internal Revenue Service Form W-2, |
| ◦ | Singapore employees: 2017 cash compensation that was reported to the Inland Revenue Authority of Singapore, |
| ◦ | the remaining employees: all cash compensation reported in the local payroll system, |
| ◦ | we used the 12-month average exchange rate to convert each non-U.S. employee’s total compensation to U.S. dollars, and |
| ◦ | we annualized the base salary of all full-time and part-time employees who were hired in 2017, but did not work for us or our consolidated subsidiaries for the entire fiscal year. |
Name Jason N. Ader Irwin Chafetz Victor Chaltiel(4) Micheline Chau(5) Charles D. Forman(10) Steven L. Gerard(6) George Jamieson(7) George P. Koo(8) Charles A. Koppelman Jeffrey H. Schwartz(9)(10) Irwin A. Siegel(10)(11) The amounts in this column represent the fair value of the restricted shares issued, which are determined by dividing the $100,000 award amount by the closing stock price on the date of grant The amount in this column for Mr. Kramer represents the fair value of the options issued, which are determined by dividing the $100,000 award amount by the fair value based on the Black-Scholes option valuation model, rounded down to the nearest whole option. Assumptions used in the Black-Scholes calculation are disclosed in Note 14 to the consolidated financial statements for the year ended December 31, 2017, included in the Company’s 2017 Annual Report on Form 10-K. As of December 31, The amounts in this column are for accrued dividends received upon the vesting of restricted stock Mr. The amounts in the table exclude fees paid by Sands China Ltd. to Because the SEC rules for identifying the median employee and calculating the pay ratio allow companies to use a variety of methodologies, apply certain exemptions and make assumptions, adjustments and estimates that reflect their compensation practices, the pay ratio we report above may not be comparable to the pay ratio reported by other companies.40DIRECTOR COMPENSATIONDuring 2014,2017, each of our non-employee directors received an annual cash retainer of $75,000$100,000 and an annual grant of, at each non-employee director’s election, either restricted stock or restricted stock units equal in value to $75,000.$100,000. The restricted stock and restricted stock units are subject to a one yearone-year forfeiture period and the shares may not be sold until the director retires from the Board (except to the extent necessary to cover taxes incurred as a result of the vesting of the restricted stock or restricted stock units). In 2014, Messrs. Ader, Chafetz, Chaltiel, Forman, Koppelman, and Jamieson2017, our non-employee directors each received 9841,547 shares of restricted stock and Mr. Schwartz received 984 restricted stock units.stock. In addition, each non-employee director receives a one-time grant of options upon becoming a non-employee director with an aggregate value of $100,000 on the date of grant (based on the Black-Scholes option valuation model). The stock options vest in five equal installments on each of the first five anniversaries of the date of grant. In 2014, Ms. Chau, Mr. Gerard and Mr. Jamieson received options to purchase 6,215, 4,336 and 3,735 shares of our Common Stock, respectively, upon becoming non-employee directors of our Company. The restricted stock, restricted stock units and options are granted to the directors pursuant to our 2004 Equity Award Plan.Effective January 1, 2015, each non-employee director will receive an annual cash retainer of $100,000 and an annual grant of restricted stock equal in value to $100,000.We pay non-employee directors $1,500 for each meeting of the Board that they attend ($750 for telephonic meetings). We pay non-employee directors who are members of the Audit Committee, the Compensation Committee, the Nominating and Governance Committee and the Complianceserve on a Board Committee $1,000 for each committee meeting that they attend ($500 for telephonic meetings). During 2014,2017, we paid an annual retainer of $50,000$25,000 to the chairperson of the Audit Committee and an annual retainer of $15,000 to each member of the Audit Committee. We also paid an annual retainer of $15,000 to the chairpersons of the Compensation Committee, the Nominating and Governance Committee and the Compliance Committee, and an annual retainer of $5,000 to each member of these committees. Effective January 1, 2015, the chairperson of the Audit Committee will receive an annual retainer of $25,000.Non-employee directors may defer cash compensation payments into the Company’s Non-Employee Director Deferred Compensation Plan. None of the non-employee directors has elected to defer any payments to date. Non-employee directors are also reimbursed for expenses incurred in connection with their service as directors, including travel expenses for meeting attendance.The goal of our director compensation program is to attract, motivate and retain directors capable of making significant contributions to the long term success of the Company and its stockholders. In 2014 and 2016, the Compensation Committee retained AETHOS to provide advice on the elements of, and amounts payable under, our director compensation program. In 2014, the Compensation Committee retainedconsidered information provided by AETHOS Consulting Groupthat compared our director compensation program against the director compensation programs maintained by our peer group companies, as identified by AETHOS. For purposes of this analysis, the peer group companies included 31 companies that are in comparable industries, compete with us for advice on compensation-related matters,the same director talent and investment dollars, and are of similar size, complexity and scope and have other shared characteristics with us, including revenue and market capitalization. As a result of the review of director compensation. AETHOS Consulting Group provided advice onour director compensation during 2014. Theprogram in 2014, and based on the advice and recommendations received from AETHOS, effective as of January 1, 2015, the annual cash retainer paid to our non-employee directors was increased from $75,000 to $100,000, and the annual grant of restricted stock to our non-employee directors was increased from $75,000 to $100,000. In 2016, the Compensation Committee may, in its discretion, seekagain considered information provided by AETHOS that compared our director compensation program against the advicedirector compensation programs maintained by our peer group companies, as identified by AETHOS based on similar criteria to those described above. As a result of the review of our chief executive officer or anydirector compensation program in 2016, we determined that our director compensation program was appropriately designed to motivate and retain our non-employee directors and align the interests of our other executive officers,non-employee directors with the interests of our stockholders. No changes to our director compensation program have been implemented since January 1, 2015.41In connection with the 2016 review of our director compensation program, the following peer group companies were selected by AETHOS based on the criteria described above. Except where noted, the same peer group companies were selected by AETHOS in determining or recommendingconnection with the amount or form2014 review of our director compensation for our outside directors.2014program.• American Express Company • MGM Resorts International • Caesars Entertainment Corporation (2014 only) • Nike, Inc. • Carnival Corporation & plc • Nordstrom, Inc. • CBS Corporation • PepsiCo, Inc. • The Coca-Cola Company • The Priceline Group Inc. • Colgate-Palmolive Company • Royal Caribbean Cruises Ltd. • Delta Air Lines, Inc. • Starbucks Corporation • General Mills, Inc. • Starwood Hotels & Resorts Worldwide, Inc. • Hertz Corporation (2014 only) • Time Warner Inc. (2014 only) • Hilton Worldwide Holdings Inc. • Twenty-First Century Fox, Inc. • Hyatt Hotels Corporation (2016 only) • United Continental Holdings, Inc. • Kellogg Company (2014 only) • VF Corporation (2014 only) • Kimberly-Clark Corporation • Viacom Inc. • Loews Hotels • The Walt Disney Company • Marriott International, Inc. • Wynn Resorts, Limited • McDonald’s Corporation • Yum! Brands, Inc. 2017 Director Compensation TableThe following table describes the compensation arrangements with our non-employee directors for 2014. Fees
Earned
($) Stock
Awards(1)
($) Option
Awards(2)
($) All Other
Compensation(3)
($) Total
($) $ 142,658 $ 74,961 — $ 2,026 $ 219,645 $ 112,750 $ 74,961 — $ 2,026 $ 189,737 $ 70,201 $ 74,961 — $ 2,518 $ 147,680 $ 21,918 — $ 100,000 — $ 121,918 $ 87,750 $ 74,961 — $ 2,026 $ 164,737 $ 60,446 — $ 100,000 — $ 160,446 $ 81,522 $ 74,961 $ 100,000 — $ 256,483 $ 50,929 — — $ 2,026 $ 52,955 $ 129,250 $ 74,961 — $ 2,026 $ 206,237 $ 117,946 $ 74,961 — $ 4,317 $ 197,224 $ 67,214 — — $ 2,026 $ 69,240 Name Fees
Earned
($) Stock
Awards(1)
($) Option
Awards(2)
($) All Other
Compensation(3)
($) Total
($)Jason N. Ader(4) $ 37,478 $ — $ — $ 6,182 $ 43,660 Irwin Chafetz $ 109,750 $ 99,983 $ — $ 6,182 $ 215,915 Micheline Chau $ 128,750 $ 99,983 $ — $ 6,182 $ 234,915 Charles D. Forman(5) $ 109,750 $ 99,983 $ — $ 6,182 $ 215,915 Steven L. Gerard $ 160,250 $ 99,983 $ — $ 6,182 $ 266,415 George Jamieson $ 142,250 $ 99,983 $ — $ 6,182 $ 248,415 Charles A. Koppelman $ 147,750 $ 99,983 $ — $ 6,182 $ 253,915 Lewis Kramer $ 103,602 $ 99,983 $ 99,994 $ — $ 303,579 David F. Levi $ 138,750 $ 99,983 $ — $ 6,182 $ 244,915 ____________________(1)date fair values of stock awards granted during the fiscal year ended December 31, 2014, as determined in accordance with accounting standards regarding share-based payments. Assumptions used in the calculation of these amounts are reflected in Note 14and rounding down to the consolidated financial statements for the year ended December 31, 2014 included in the Company’s 2014 Annual Report on Form 10-K.nearest whole share. The restricted stock or stock units vestvests on the earlier to occur of the first anniversary of the date of grant ifand the date of the Company’s annual meeting of stockholders in the calendar year following the date of grant, in each case, provided that the director is still serving on the Board on the vesting date. As of December 31, 2014,2017, Ms. Chau and Messrs. Ader, Chafetz, Forman, Gerard, Jamieson, Koppelman, Kramer and KoppelmanLevi each held 9841,547 unvested shares of restricted stock that will vest on June 4, 2015.(2)2014, Mr. Ader, Mr. Chafetz, Mr. Chaltiel,2017, Ms. Chau, Mr. Forman, Mr. Gerard, Mr. Jamieson, Mr. Kramer and Mr. KoppelmanLevi held options to acquire 57,051, 39,970, 736, 6,215, 35,000, 4,336, 3,735, 10,649 and 2,9308,097 shares of our Common Stock, respectively. This included 25,000 options held by Mr. Ader, Mr. Chafetz and Mr. Forman that vested in four equal installments on each of the first four anniversaries of the February 23, 2010 date of grant. The remaining 32,051 options held as of December 31, 2014 by Mr. Ader, 14,970 options held by Mr. Chafetz, 736 options held by Mr. Chaltiel, 6,215 options held by Ms. Chau, 18,349 options held by Mr. Forman, 4,336 options held by Mr. Gerard, 3,735 options held by Mr. Jamieson, and 2,930 options held by Mr. Koppelman vest (or have vested) in five equal installments on each of the first five anniversaries of the respective dates of grant.42respectively, that vest (or have vested) in five equal installments on each of the first five anniversaries of the respective dates of grant.(3)and restricted stock units during 2014.(4)Chaltiel’s service on the Board ended upon his death in August 2014.(5)Ms. Chau was elected toAder resigned from the Board in October 2014.(6)(5)Mr. Gerard was elected to the Board in July 2014.(7)Mr. Jamieson was elected to the Board in July 2014.(8)Mr. Koo retired from the Board at the end of his term of office in June 2014.(9)Mr. Schwartz’s service on the Board ended upon his death in November 2014.(10)Messrs.Mr. Forman Schwartz and Siegel in connection with theirhis service as membersa member of the Board of Directors of Sands China Ltd.(11)Mr. Siegel retired from the Board at the end of his term of office in June 2014.
Plan Category Equity compensation plans approved by security holders(2) Equity compensation plans not approved by security holders Total Our 2004 Equity Award Plan was originally approved by our stockholders prior to our initial public 43EQUITY COMPENSATION PLAN INFORMATIONThe following table shows certain information with respect to our 2004 Equity Award Plan as of December 31, 2014: Number of
Securities to be
Issued Upon
Exercise of
Outstanding
Options, Warrants
and Rights Weighted-Average
Exercise Price of
Outstanding
Options, Warrants
and Rights ($)(1) Number of Securities
Remaining Available for
Future Issuance Under
Equity Compensation
Plans (Excluding
Securities Reflected in
Column (a)) (a) (b) (c) 7,123,319 $ 58.26 4,578,311 — — — 7,123,319 $ 58.26 4,578,311 Plan Category Number of
Securities to be
Issued Upon
Exercise of
Outstanding
Options, Warrants
and Rights Weighted Average
Exercise Price of
Outstanding
Options, Warrants
and Rights ($) Number of Securities
Remaining Available for
Future Issuance Under
Equity Compensation
Plans (Excluding
Securities Reflected in
Column (a)) (a) (b) (c) Equity compensation plans approved by security holders(1) 6,290,746 $ 57.43 3,601,138 Equity compensation plans not approved by security holders — $ — — Total 6,290,746 $ 57.43 3,601,138 ____________________(1)The weighted average exercise price excludes 159,150 restricted stock units included in (a).(2)offering.offering, and an extension of the plan term through December 14, 2019, was approved by our stockholders at our 2014 annual meeting of stockholders. The performance-based provisions of our 2004 Equity Award Plan were most recently reapproved by our stockholders at our 20142013 annual meeting of stockholders.
Audit Fees Audit Related Fees Tax Fees All Other Fees Under this agreement, the Company charged Interface Operations $2.0 million for the use of Company personnel during 2017. stockholders. In addition, the Company has entered into an aircraft cost allocation agreement with Interface Operations Bermuda Boeing 747 aircraft and Airbus 340 aircraft, respectively. luxury passenger ship. 2017. personnel employed by Interface Operations. elect three Class II directors. The Board of Directors 4 votes present in person or by proxy at the Annual Meeting is required to ratify this selection. 5 Exchange Act. Generally, notice of a nomination or proposal not submitted pursuant to Rule 14a-8 must be delivered to us not later than the 90th day nor earlier than the 120th day prior to the first anniversary of the preceding year’s annual meeting. Accordingly, for our 2019 annual meeting of 44AUDIT COMMITTEE REPORTThe Audit Committee of the Board currently consists of George Jamieson (Chair), Jason N. Ader and Steven L. Gerard.Gerard and Lewis Kramer. The Board has determined that Messrs. Jamieson, AderGerard and GerardKramer meet the current independence and experience requirements of the NYSE’s listing standards. In addition, the Board has determined that each of the members of the Audit Committee is financially literate and Mr. Jamieson qualifies as the audit committee financial expert.The Audit Committee’s responsibilities are described in a written charter adopted by the Board.Board, which the Audit Committee reviews annually. The Audit Committee is responsible for providing independent, objective oversight of the Company’s financial reporting system.process. Among its various activities, the Audit Committee reviews:1. Thethe adequacy of the Company’s internal controls and financial reporting process and the reliability of the Company’s financial statements;2. Thethe independence and performance of the Company’s independent registered public accounting firm and internal auditors; and3. Thethe Company’s compliance with legal and regulatory requirements.The Audit Committee meets regularly in open sessions with the Company’s management, independent registered public accounting firm and internal auditors to consider the adequacy of the Company’s internal controls and the objectivity of its financial reporting. In addition, the Audit Committee meets regularly in closed sessions with the Company’s management, independent registered public accounting firm and internal auditors to review the foregoing matters. The Audit Committee selects the Company’s independent registered public accounting firm, and periodically reviews their performance and independence from management.The Audit Committee reviewed and discussed the audited financial statements with management and Deloitte & Touche LLP, and management represented to the Audit Committee that the Company’s consolidated financial statements were prepared in accordance with accounting principles generally accepted in the United States of America. The discussions with Deloitte & Touche LLP also included the matters required to be discussed by the standards of the Public Company Accounting Oversight Board. The Audit Committee has received the written disclosures and the letter from Deloitte & Touche LLP required by applicable requirements of the Public Company Accounting Oversight Board regarding the independent accountant’s communications with the Audit Committee concerning independence, and has discussed with Deloitte & Touche LLP its independence.Based on the Audit Committee’s review of the audited financial statements and the review and discussions described in the foregoing paragraphs, the Audit Committee recommended to the Board that the audited financial statements for the fiscal year ended December 31, 20142017, be included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 20142017, for filing with the Securities and Exchange Commission.Pursuant to its charter, the Audit Committee performs an annual self-assessment. For 2014,2017, the Audit Committee concluded that, in all material respects, it had fulfilled its responsibilities and satisfied the requirements of its charter and applicable laws and regulations.Respectfully submitted,George Jamieson, Chairman (as of June 4, 2014)Jason N. AderSteven L. Gerard (as of July 15, 2014)Lewis KramerThe foregoing report of the Audit Committee does not constitute soliciting material and should not be deemed filed or incorporated by reference into any other Company filing under the Securities Act or the Exchange Act, except to the extent the Company specifically incorporates such report by reference therein.45FEES PAID TO INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMThe following table sets forth fees paid or payable to Deloitte & Touche LLP, our independent registered public accounting firm in 20132016 and 2014,2017, for audit and non-audit services as well as the percentage of these services approved by our Audit Committee: 2013 2014 % of Services
Approved by Audit
Committee $ 5,564,374 $ 6,174,790 100 % $ 35,000 �� $ 35,000 100 % $ 461,000 $ 293,823 100 % $ 43,300 $ 22,436 100 % 2016 2017 % of Services
Approved by Audit
CommitteeAudit Fees $ 6,208,500 $ 6,461,000 100% Audit-Related Fees $ 35,000 $ 35,000 100% Tax Fees $ 395,061 $ 596,272 100% All Other Fees $ 108,400 $ 54,500 100% The category of “Audit Fees” includes fees for our annual audit and quarterly reviews, as well as additional audit relatedaudit-related accounting consultations and required statutory audits of certain of the Company’sour subsidiaries.The category of “Audit Related“Audit-Related Fees” includes services related to the U.S. benefitLas Vegas Sands Corp. 401(k) Retirement Plan for 2016 and 2017. During 2016 and 2017, $35,000 in fees related to the audit of the plan were paid directly by the plan.The category of “Tax Fees” includes tax consultation and planning fees and tax compliance services.The category of “All Other Fees” principally includes fees for assistance with our enterprise risk management assessment, issuance of consents associated with SEC filings and accounting training programs.Pre-Approval Policies and ProceduresOur Audit Committee Charter contains our policies related to pre-approval of services provided by the independent registered public accounting firm. The Audit Committee, or one of its members if such authority is delegated by the Audit Committee, has the sole authority to review in advance, and grant any appropriate pre-approvals, of (a) all auditing services provided by the independent registered public accounting firm and (b) all non-audit services to be provided by the independent registered public accounting firm as permitted by Section 10A of the Exchange Act and, in connection therewith, to approve all fees and other terms of engagement.The Audit Committee has adopted the following guidelinesprocess regarding the engagement of the Company’s independent registered public accounting firm to perform services for the Company. For audit services related to the audit of the consolidated financial statements of the Company, the independent registered public accounting firm will provide the Audit Committee with an engagement letter each year prior to or contemporaneously with commencement of the audit services outlining the scope of the audit services proposed to be performed during the fiscal year. If the services are agreed to by the Audit Committee, the engagement letter will be formally accepted. The Audit Committee also approves statutory audit services for our foreign subsidiaries. For tax services, the independent registered public accounting firmmanagement will provide the Audit Committee with a separate scope of the tax services proposed to be performed during the fiscal year. If the termsscope of the tax services areis agreed to by the Audit Committee, the tax engagement letters will be formally accepted.executed. All other non-audit services will require pre-approval from the BoardAudit Committee on a case-by-case basis.If the pre-approval authority is delegated to a member, the pre-approval must be presented to the Audit Committee at its next scheduled meeting.46CERTAIN TRANSACTIONSSet forth below is a description of certain transactions with our executive officers and directors. Under its charter, the Audit Committee approves all related-partyrelated party transactions required to be disclosed in our public filings and all transactions involving executive officers or directors of the Company that are required to be approved by the Audit Committee under the Company’s Code of Business Conduct and Ethics.filings. For more information about our policies with respect to transactions with related parties, see “Corporate Governance — Related Party Transactions.”Administrative Services AgreementPursuant to an administrative services agreement among Las Vegas Sands, Inc. (now known as Las Vegas Sands, LLC), certain of its subsidiaries and Interface Operations, LLC, an entity that is controlled by Mr. Adelson, our Chairman and Chief Executive Officer, and his wife, Dr. Miriam Adelson and that is otherwise unaffiliated with us(“(“Interface Operations”), the parties have agreed to share ratably in the costs of, and under certain circumstances provide to one another, shared services, including legal services, accounting services, insurance administration, benefits administration, travel services and such other services as each party may request of the other. In addition, under this administrative services agreement, the parties have agreed to share ratably the costs of any shared office space.Registration Rights AgreementMessrs. Adelson, Forman and Goldstein and certain other stockholders and employees, former employees and certain trusts that they established have entered into a registration rights agreement with us relating to the shares of Common Stock they hold. Subject to several exceptions, including our right to defer a demand registration under certain circumstances, Mr. Adelson and the trusts he established may require that we register for public resale under the Securities Act all shares of Common Stock they request be registered at any time, subject to certain conditions. Mr. Adelson and the trusts may demand registrations so long as the securities being registered in each registration statement are reasonably expected to produce aggregate proceeds of $20 million or more. Since we became eligible to register the sale of our securities on Form S-3 under the Securities Act, Mr. Adelson and the trusts have the right to require us to register the sale of the Common Stock held by them on Form S-3, subject to offering size and other restrictions.The other stockholders that are party to this agreement were granted piggyback registration rights on any registration for the account of Mr. Adelson or the trusts that he established, subject to cutbacks if the registration requested by the Adelson entities is in the form of a firm commitment underwritten offering and if the underwriters of the offering determine that the number of securities to be offered would jeopardize the success of the offering.In addition, the stockholders and employees that are party to this agreement and the trusts have been granted piggyback rights on any registration for our account or the account of another stockholder, subject to cutbacks if the underwriters in an underwritten offering determine that the number of securities offered in a piggyback registration would jeopardize the success of the offering.On November 14, 2008, the Company entered into a second amended and restated registration rights agreement with Dr. Adelson and certain other stockholders in connection with (i) Dr. Adelson’s purchase of shares of the Company’s 10% Series A Cumulative Perpetual Preferred Stock and warrants to purchase an aggregate of up to 87,500,175 shares of Common Stock and (ii) the conversion of convertible notes held by Dr. Adelson into 86,363,636 shares of Common Stock. Dr. Adelson was granted the same registration rights with respect to the Series A Preferred Stock, the warrants and the Common Stock issuable upon exercise of the warrants and the conversion of the convertible notes as the registration rights previously granted under the registration rights agreement described above.In connection with a Registration Statement on Form 3-ASR filed by the Company on November 4, 2011,3, 2017, the parties to the second amended and restated registration rights agreement and their permitted assignees (as defined in the agreement) waived their rights to (a) receive written notice from the Company of the filing of the registration statement and the proposed registration of the shares of our Common Stock underlying the Company’s outstanding warrants and (b) register any shares of Common Stock or preferred stock in the registration statement and the shares of our Common Stock underlying the Company’s outstanding warrants.Transactions Relating to AircraftAviation and Related PersonnelSands Aviation, LLC (“Sands Aviation” and formerly known as Interface Employee Leasing, LLCAviation”), a wholly owned subsidiary of the Company, is engaged primarily in the business of providing aviation personnel, including pilots, aircraft mechanics and flight attendants, and administrative personnel, to the Company and to Interface Operations. Sands Aviation charges a fee to each of the Company and Interface Operations for their respective use of these personnel. The fees charged by Sands Aviation are based upon its actual costs of employing or retaining these personnel, which are then allocated between the Company and Interface Operations. The method of allocating these costs varies depending upon the nature of the service provided. For example, pilot services are allocated based upon the actual time spent operating aircraft for the Company and for47Interface Operations, respectively. The services of Sands Aviation’s aircraft mechanics are allocated based on the number and manufacturer of aircraft serviced and administrative personnel are allocated based upon the number of aircraft maintained by the Company and Interface Operations, respectively. In addition, hangar lease and other operating costs are allocated based upon various factors, including the number and typebase location of aircraft maintained by the Company and Interface Operations, respectively. During 2014,2017, Sands Aviation charged Interface Operations approximately $17.1$21.2 million for its use of Sands Aviation’s aviation and related personnel, operating costs and other overhead costs.Time Sharing AgreementsThe Company and its subsidiaries use aircraft owned by companies controlled by Mr. Adelson for business purposes, including flying customers to our properties. The Company believes that its use of these aircraft provides the Company with a significant competitive advantage in attracting customers to the Company’s properties and that similar aircraft with comparable amenities are not generally available for charter. The Company believes that the amounts paid to companies controlled by Mr. Adelson for the use of the aircraft are less than the Company would be required to pay to a third party provider, if comparable aircraft were available, and also believes that the amounts paid pursuant to the agreements relating to the use of the aircraft described below do not provide for profits or a return on investment to the companies controlled by Mr. Adelson.The Company has entered into several aircraft time sharing agreements and aircraft cost sharing agreements with Interface Operations. Under the agreements, the party using an aircraft pays fees of up to (i) twice the cost of the fuel, oil and other additives used, (ii) all fees, including fees for landing, parking, hangar, tie-down, handling, customs, use of airways and permission for overflight, (iii) all expenses for catering and in-flight entertainment materials, (iv) all expenses for flight planning and weather contract services, (v) all travel expenses for pilots, flight attendants and other flight support personnel, including food, lodging and ground transportation and (vi) all communications charges, including in-flight telephone. TheUnder the agreements, and the amounts paid under each agreement are as follows:an aircraft cost sharing agreement providing for Interface Operations’ use on a time sharing basis of two Boeing 737 aircraft owned by the Company. Interface Operations did not use the Boeing 737 aircraft during 2014;an aircraft time sharing agreement providing for Interface Operations’ use on a time sharing basis of three Gulfstream G-IV aircraft, one Gulfstream G-V aircraft and one Hawker 800XP aircraft owned by the Company, pursuant to which the Company charged Interface Operations approximately $0.3$1.6 million in respect of Interface Operations’ 20142017 use of Company aircraft;an aircraft time sharing agreement providing for Interface Operations’ use on a time sharing basis of a Gulfstream G-IV aircraft owned by the Company, pursuant to which the Company charged Interface Operations approximately $0.1 million in respect of Interface Operations’ 2014 use of Company aircraft;an aircraft time sharing agreement providing for Interface Operations’ use on a time sharing basis of a Boeing Business Jet owned by the Company. Interface Operations did not use the Boeing Business Jet during 2014;an aircraft time sharing agreement providing for the Company’s use on a time sharing basis of a Boeing Business Jet, a Gulfstream G-III aircraft, and three Gulfstream G-IV aircraft owned by Interface Operations pursuant to which Interface Operations charged the Company approximately $3.2$1.7 million in respect of the Company’s 20142017 use of Interface Operations’ aircraft; andan aircraft cost sharing agreement providing for the Company’s use on a time sharing basis of a Boeing 767 aircraft owned by Interface Operations pursuant to which Interface Operations charged the Company approximately $1.2 million in respect of the Company’s 2014 use of Interface Operations’ aircraft.LTDLtd. (“Interface Bermuda”Bermuda”), a company controlled by Mr. Adelson. UnderAdelson, providing the terms of this agreement, the Company was entitledCompany’s access to the use, on a time sharing basis, of two Boeing 747 aircraft provided by Interface Bermuda.and an Airbus 340 aircraft. Under the agreement, the Company has agreed to pay Interface Bermuda fees of up to (i) a pro rata share of all fixed costs, such as hangar, insurance, pilot salaries and training, maintenance, subscription services, support personnel and other similar items (exclusive of tax depreciation), (ii) actual costs of fuel, oil and other additives used, (iii) all fees, including fees for landing, parking, hangar, tie-down, handling, customs, use of airways and permission for overflight, (iv) all expenses for catering and in-flight entertainment materials, (v) all expenses for flight planning and weather contract services, (vi) all travel expenses for pilots, flight attendants and other flight support personnel, including food, lodging and ground transportation and (vii) all communications charges, including in-flight telephone. The cost allocation agreement was amended in July 2012 to reflect the Company’s purchase of one of the Boeing 747 aircraft from Interface Bermuda, as described below. Interface Bermuda charged the Company approximately $0.5$39,000 and $0.9 million in respect of the Company’s 20142017 use of Interface Bermuda’s aircraft.Avionics and Aircraft Systems AgreementSands Aviation and Interface Bermuda have agreed that Interface Bermuda will reimburse Sands Aviation for the cost and installation of additional avionics and aircraft systems. The cost of these systems is $21.8 million, plus all related taxes and expenses that are related to installation and operation of these systems.Transactions Relating to Luxury Passenger ShipMarina Bay Sands, a wholly owned subsidiary of the Company, also has entered into an aircraft time sharing agreementagreements with Sira Company Ltd., a company owned by Mr. GoldsteinAdelson and other related parties. Under these agreements, Marina Bay Sands is entitled to hisuse a luxury passenger ship owned by Sira Company Ltd. during certain periods of the year and has agreed to reimburse the actual operating expenses associated with its use of two Gulfstream IV aircraft and a Hawker 800XP aircraft. Under the agreement, Mr. Goldstein pays fees of up to (i) twice the cost of the fuel, oil and other additives used, (ii) all fees, including fees for landing, parking, hangar, tie-down, handling, customs, use of airways and permission for overflight, (iii) all expenses for catering and in-flight entertainment materials, (iv) all expenses for flight planning and weather contract services, (v) all travel expenses for pilots, flight attendants and other flight support personnel, including food, lodging and ground transportation, and (vi) all communications charges, including in-flight telephone. Theluxury passenger ship. Sira Company Ltd. charged Mr. Goldstein $0.3Marina Bay Sands approximately $6.8 million in respect of his 2014Marina Bay Sands’ 2017 use of the aircraft.Other Transactions with Mr. Adelson and His FamilyWe have employed Dr. Miriam Adelson, the wife of Mr. Adelson, our Chairman and Chief Executive Officer, as the Director of Community Involvement since August 1990 where, in conjunction with our Government Relations48Department, she oversees and facilitates our partnerships with key community groups and other charitable organizations. We paid her approximately $50,000$61,000 during 2014.During 2014, we employed Mr. Adelson’s son-in-law as the Senior Vice President, Corporate Finance and Strategy. He was paid approximately $1.0 million for work performed during 2014.During part of 2014, Mr. Adelson’s daughter and her family resided in suites at The Venetian and were charged approximately $45,000 in rent for these accommodations. The rental value for the suites was determined based upon an independent third-party appraisal.During part of 2014, we leased office space at The Venetian to Interface Operations, a company controlled by Mr. Adelson. Interface Operations, paid the Company approximately $31,000 in rent related to 2014. In addition, Interface Operations purchased approximately $35,000 of banquet room, catering, lodging and other goods and services from our properties in the ordinary course during 2014.Mr. Adelson and his family purchased approximately $0.9made payments of $0.8 million of banquet room, catering,to the Company during 2017 for lodging and other goodsbanquet services.Mr. Goldstein made payments of $0.2 million to the Company during 2017 for the use of Company personnel at his residence and for lodging services.Mr. Dumont and his family made payments of $25,000 to the Company during 2017 for lodging, transportation and food and beverage services.During 2017, the Company made payments of $1.7 million for food and beverage services from our propertiesprovided by restaurants and newspaper subscriptions, in the ordinary course during 2014. In addition,which Mr. Adelson and a company that he owns that will operate a restaurant at The Venetian in Las Vegas purchased approximately $126,000his family have an ownership interest, and $70,000, respectively,for the Company’s use of project coordination services during 2014.Property and Casualty InsuranceWith the exception of aviation relatedaviation-related coverages, the Company and entities controlled by Mr. Adelson whichthat are not subsidiaries of the Company (the “Stockholder“Stockholder Controlled Entities”) purchase property and casualty insurance separately. The Company and the Stockholder Controlled Entities bid for and purchase aviation relatedaviation-related coverages together. The Company and the Stockholder Controlled Entities are separately invoiced for, and pay for, aviation relatedaviation-related insurance and allocate the aviation insurance costs not related to particular aircraft among themselves in accordance with the other allocations of aviation costs discussed above.49PROPOSAL NO. 1ELECTIONAMENDMENT TO CERTIFICATE OF DIRECTORSOneAMENDED AND RESTATED ARTICLES OF INCORPORATION TO ELIMINATE CLASSIFIED BOARD STRUCTUREPursuant to the Company’s Certificate of Amended and Restated Articles of Incorporation, the purposesBoard of Directors has been divided into three classes, denominated Class I, Class II and Class III, with members of each class holding office for staggered three-year terms or until their respective successors are duly elected and qualified. The Board of Directors currently consists of eleven members, four of whom are Class I directors whose term expires at the meeting is to elect four2020 Annual Meeting, three of whom are Class II directors whose term expires at this Annual Meeting and four of whom are Class III directors whose term expires at the 2019 Annual Meeting.Our Board of Directors has approved and declared advisable the Charter Amendment, which institutes annual voting for each director to serve a one-year term beginning with the 2018 Annual Meeting and makes related changes. The form of Charter Amendment, marked to show proposed deletions and insertions, which is subject to stockholder approval, is set forth in Appendix A to this Proxy Statement.Our Board of Directors also has approved, subject to the Charter Amendment becoming effective, certain conforming amendments to our Amended and Restated By-laws (the “By-law Amendments”) to remove references to a classified Board.Our Board of Directors recommends stockholders support Board declassification. Declassification of our Board of Directors would further our goal of ensuring our corporate governance policies maximize Board accountability to stockholders and would allow stockholders the opportunity each year to register their views on the composition of our Board of Directors.If stockholders approve the Charter Amendment, eleven members of our Board of Directors will stand for election for a one-year term at the Annual Meeting, such term to commence immediately upon the effectiveness of the Charter Amendment. The By-law Amendments will also become effective. The incumbent Class I and Class III directors have indicated their support for the declassification of our Board of Directors by agreeing to submit resignations from their current terms that will be effective immediately prior to the effectiveness of the Charter Amendment.If stockholders do not approve the Charter Amendment, the election of our three Class II director nominees to a three-year term will proceed under the Certificate of Amended and Restated Articles of Incorporation as currently in effect (Proposal No. 3), our Class I and Class III directors will continue to serve the remainder of their respective terms endingand the By-law Amendments will not become effective.If approved and adopted by stockholders, the Charter Amendment will be filed with the Secretary of State of the State of Nevada immediately following certification of the voting results with respect to Proposal No. 1 and will be in 2018. effect immediately upon such filing.The four nominees are Jason N. Ader,affirmative votes by holders of at least a majority of the total voting power of the Company’s outstanding Common Stock is required to approve the Charter Amendment. Unless otherwise instructed, the proxy holders will vote the proxies received by them “FOR” the Charter Amendment.The Board of Directors recommends stockholders vote “FOR” the approval of the amendment to our Certificate of Amended and Restated Articles of Incorporation 50PROPOSAL NO. 2IF PROPOSAL NO. 1 IS APPROVED, TO ELECT ELEVEN DIRECTORSIf Proposal No. 1 is approved, the Board of Directors will be declassified and stockholders will vote to elect eleven directors to, effective immediately upon the effectiveness of the Charter Amendment, hold office for a one-year term. In such event, the Board of Directors has recommended Ms. Micheline Chau Michaeland Messrs. Sheldon G. Adelson, Irwin Chafetz, Patrick Dumont, Charles D. Forman, Steven L. Gerard, Robert G. Goldstein, George Jamieson, Charles A. LevenKoppelman, Lewis Kramer and David F. Levi.InLevi for election as directors, to serve until the event2019 Annual Meeting and until their successors are duly elected and qualified. If any of the nominees should be unavailable to serve as a Director, which is not presently anticipated, it is the intention of the persons named in the proxies to select and cast their votes for the election of such other person or persons as the Board of Directors may designate.Nominee InformationJason N. Ader. Mr. Ader has been regarding the director nominees is set forth above under the heading “Board of Directors.”The affirmative vote of a director of the Company since April 2009. Mr. Ader serves as the chief executive officer of SpringOwl Asset Management LLC, an SEC-registered investment management firm that he founded in October 2013. Mr. Ader also serves as the chief executive officer of Ader Investment Management LLC, a single family office that he founded in 2003. Mr. Ader is also Executive Chairman of MD Insider, Inc., which position he was appointed to in February 2015. Mr. Ader was the founder and chairman of the entity that controls Adelie Food Holdings Ltd., a food products business based in the United Kingdom, which business was sold in March 2015. Mr. Ader also founded Western Liberty Bancorp and served as its chairman and chief executive officer from July 2007 to October 2010 and as a director from June 2007 to October 2012. From 1995 to 2003, Mr. Ader was a Senior Managing Director at Bear, Stearns & Co., Inc. From 1993 to 1995, Mr. Ader served as a Senior Analyst at Smith Barney covering the gaming industry. From 1990 to 1993, Mr. Ader served as a buy-side analyst at Baron Capital, where he covered the hospitality and gaming industries. Mr. Ader is a member of the Advisory Board of New York University’s Center for Hospitality, Travel and Tourism.Micheline Chau. Ms. Chau has been a director of the Company since October 2014. She served as the president, chief operating officer and executive director of Lucasfilm Ltd., a film and entertainment company, from 2003 to 2012 and as its chief financial officer from 1991 to 2003. Before that, Ms. Chau held other executive-level positions in various industries, including retail, restaurant, venture capital and financial services. She currently also serves on the board of directors of Dolby Laboratories, Inc., an audio, imaging and communications company, since February 2013 and was a member of the board of directors of Red Hat, Inc., a provider of open-source software solutions, from November 2008 to August 2012. Ms. Chau also serves on the boards of directors of several private and nonprofit entities, including as Chair of the California HealthCare Foundation.Michael A. Leven. Mr. Leven has been a director of the Company since August 2004. He served as the Company’s President and Chief Operating Officer from March 2009 until December 2014, and as its Secretary from June 2010 until December 2014. Mr. Leven also currently serves as a directorplurality of the Company’s subsidiary, Sands China Ltd. Since January 2015, Mr. Leven has served asoutstanding Common Stock present in person or by proxy at the Chief Executive Officer of Georgia Aquarium. He previously served as Georgia Aquarium’s Chief Executive Officer from September 2008 until he joined our Company in March 2009. From January 2006 through September 2008, Mr. Leven wasAnnual Meeting is required to elect the Vice Chairmannominees for directors. Unless otherwise instructed, the proxy holders will vote the proxies received by them “FOR” the election of the Marcus Foundation, Inc., a non-profit foundation. Until July 2006, Mr. Leven wasdirectors.The Board of Directors recommends stockholders vote “FOR” the election of its eleven director nominees 51PROPOSAL NO. 3IF PROPOSAL NO. 1 IS NOT APPROVED, TO ELECT THREE CLASS II DIRECTORSIf Proposal No. 1 is not approved, the Chairman, Chief Executive OfficerBoard of Directors will remain classified and President of U.S. Franchise Systems, Inc., the company he founded in 1995 that developed and franchised the Microtel Inns & Suites and Hawthorn Suites hotel brands. He was previously the president and chief operating officer of Holiday Inn Worldwide, president of Days Inn of America, and president of Americana Hotels. Mr. Leven currently serves as a trustee of Hersha Hospitality Trust, a real estate investment trust, and has served as its trustee or trustee emeritus since 2001. Mr. Leven serves on many other non-profit boards.David F. Levi. Mr. Levi has been a director of the Company since January 2015. He has served as the Dean and Professor of Law at Duke University Law School since July 2007. He served as the Chief United States District Judge for the Eastern District of California from May 2003 until June 2007. He took the oath of office as a United States District Judge in November 1990. He also served as the Presidentially appointed United StatesAttorney for the Eastern District of California from 1986 until November 1990. He was a member of the Attorney General’s Advisory Committee of U.S. Attorneys and served as chair of the public corruption sub-committee. Priorstockholders will vote to his appointment as United States Attorney, he served as an assistant United States Attorney for the Eastern District of California. In 2004 he was elected to the Council of the American Law Institute. He is an elected fellow of the American Academy of Arts and Sciences. He served as chair of two judicial conference committees by appointment of the Chief Justice. He was named Chair of the Civil Rules Advisory Committee in 2000 and Chair of the Standing Committee on the Rules of Practice and Procedure in 2003 where he served in that capacity until 2007.recommendsis currently divided into three classes, with each class serving a three-year term. The term of the current Class II directors will expire at the Annual Meeting.In the event Proposal No. 1 is not approved, the Board of Directors has recommended Ms. Micheline Chau and Messrs. Patrick Dumont and David F. Levi for election as Class II directors, to serve until the 2021 Annual Meeting and until their successors are duly elected and qualified. If any of the nominees should be unavailable to serve as a Director, which is not presently anticipated, it is the intention of the persons named in the proxies to select and cast their votes for the election of such other person or persons as the Board of Directors may designate.Information regarding the director nominees is set forth above under the heading “Board of Directors.”The affirmative vote FORof a plurality of the Company’s outstanding Common Stock present in person or by proxy at the Annual Meeting is required to elect the nominees for Class II directors. Unless otherwise instructed, the proxy holders will vote the proxies received by them “FOR” the election of the nominees listed above.Class II directors.The Board of Directors recommends the stockholders vote “FOR” the election of Ms. Chau and Messrs. Dumont and Levi as Class II Directors 52PROPOSAL NO. 2RATIFICATION OF SELECTION OFINDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMThe Audit Committee of the Board of Directors of the Company is scheduled to meet prior to the stockholders’ meeting to select, subject to ratification by the stockholders, thehas selected Deloitte & Touche LLP as our independent registered public accounting firm to audit the consolidated financial statements of the Company during the year ending December 31, 2015. It2018, and our stockholders are being asked to ratify this selection as a matter of good corporate governance. If the selection is anticipatednot ratified, the Audit Committee will consider whether it is appropriate to select another independent registered public accounting firm. The affirmative vote of a majority of the firm of Deloitte & Touche LLP.A representative of Deloitte & Touche LLP will be present at the stockholders’ meeting with the opportunity to make a statement if he or she desires to do so and to respond to appropriate questions.The Board of Directors recommends a vote “FOR” the ratification of the appointment of Deloitte & Touche LLP as the Company’s independent public accountants for the year ending December 31, 2018 53PROPOSAL NO. 3AN ADVISORY (NON-BINDING) VOTE ON EXECUTIVE COMPENSATIONAs required by the Dodd-Frank Wall Street Reform and Consumer Protection Act and pursuant to Section 14A of the SecuritiesExchange Act, our stockholders are being provided with an advisory (non-binding) vote on executive compensation. Although the vote is advisory and is not binding on the Board of Directors, the Compensation Committee will take into account the outcome of the vote when considering future executive compensation decisions. We refer to this non-binding advisory vote as the “say-on-pay” vote.The say-on-pay vote is required to be offered to our stockholders at least once every three years. In 2011,2017, our stockholders recommended that we provide them with the opportunity to provide their “say-on-pay” vote each year, and our Board of Directors has accepted that recommendation.The Board of Directors is committed to corporate governance best practices and recognizes the significant interest of stockholders in executive compensation matters. As discussed in the Compensation Discussion and Analysis, the Compensation Committee believes that our current executive compensation program directly links executive compensation to our performance and aligns the interests of our executive officers with those of our stockholders. In addition, our compensation philosophy places more emphasis on variable elements of compensation (such as annual cash bonuses and equity-based compensation) than fixed remuneration. For example, a significant portion of our executive compensation is based on the Company’s achievement of predetermined performance-based financial targets. Our executives also receive equity incentive awards to better link their compensation to the Company’s performance.We encourage you to read our Compensation Discussion and Analysis contained in this proxy statement for a more detailed discussion of our compensation policies and procedures.Our stockholders have the opportunity to vote for, against or abstain from voting on the following resolution:“Resolved, that the stockholders approve the compensation of the named executive officers, as disclosed pursuant to the compensation disclosure rules of the SEC (which disclosure shall includeincludes the Compensation Discussion and Analysis, the compensation tables, and any related material disclosed in this proxy statement).”The affirmative vote of a majority of the votes present in person or by proxy at the Annual Meeting is required for a vote for this resolution.The above-referenced disclosures appear at pages 21 – 4818 - 39 of this proxy statement.The Board of Directors recommends a vote “FOR” approval of the compensation of the named executive officers as disclosed pursuant to the compensation disclosure rules of the SEC (which includes the Compensation Discussion and Analysis, the compensation tables, and any related material disclosed in this proxy statement) 54PROPOSAL NO. 6APPROVAL OF THE MATERIAL TERMS OF THE PERFORMANCE GOALS UNDER THE LAS VEGAS SANDS CORP. EXECUTIVE CASH INCENTIVE PLANAt the annual meeting of stockholders, you are being asked to approve the material terms of the performance goals under the Las Vegas Sands Corp. Executive Cash Incentive Plan (amended and restated as of April 1, 2018) (the “ECIP”), which were last approved by our stockholders at the annual meeting of stockholders on June 5, 2013.Section 162(m) of the Code generally disallows deductions for compensation paid to certain members of senior management (collectively, the “covered employees”) in excess of $1 million per year. Historically, this deduction limitation did not apply to “performance-based” compensation as described in the regulations under Section 162(m). Compensation is generally “performance-based” if it is contingent on the attainment of pre-established, objective performance goals the material terms of which are approved by the stockholders within the past five years. The Tax Cuts and Jobs Act (the “Act”), enacted on December 22, 2017, made significant changes to Section 162(m) and, among other things, eliminates the “performance-based” compensation exception to the $1 million per year deduction limitation for compensation paid in taxable years beginning after December 31, 2017, unless the transition relief provided under the Act is available. Under the transition relief rule, the changes to Section 162(m) under the Act, including the elimination of the exception for qualified “performance-based” compensation, will not apply to compensation payable pursuant to a written binding contract that was in effect on November 2, 2017, and is not materially modified after that date.To the extent applicable to our existing contracts and awards, we anticipate the transition relief rule that compensation should qualify as tax deductible to the Company for federal income tax purposes whenever possible. For this reason, the Board is recommending the stockholders approve in their entirety the material terms of the performance goals applicable to awards granted under the ECIP that are intended to qualify as “performance-based” compensation pursuant to the compensation disclosure rulestransition relief rule. Specifically, our stockholders are being asked to approve: (1) the specific performance goals listed below under the section entitled “Summary of the SEC (which disclosure shall includeMaterial Features of the ECIP — Bonus Awards and Performance Goals”, (2) the annual per-individual limit listed below under the section entitled “Summary of the Material Features of the ECIP — Individual Limit”, and (3) the class of eligible recipients of awards under the ECIP, as described below under the section entitled “Summary of the Material Features of the ECIP — Eligibility.” On April 1, 2018, the ECIP was amended to increase the annual per individual limit to $15.0 million.If this proposal is approved by our stockholders, and if the applicable performance goals are satisfied, this proposal may enable the Company to utilize the transition relief rule under the Act in certain limited circumstances to continue to issue awards under the ECIP to covered employees and to obtain tax deductions with respect to such awards, without regard to the $1 million deduction limitation under Section 162(m). If this proposal is not approved by our stockholders, compensation attributable to grants of awards under the ECIP to covered employees will not be deductible by us pursuant to the transition relief rule under the Act. However, because of uncertainties as to the application and interpretation of the transition relief rule, no assurances can be given at this time that our existing contracts and awards, even if in place on November 2, 2017, and not modified following such date, will meet the requirements of the transition relief rule. In addition, the Compensation DiscussionCommittee, reserves the right to issue awards under the ECIP to members of our senior management that are not intended to be tax deductible under Section 162(m).Summary of the Material Features of the ECIPThe following description of the ECIP is a summary of certain provisions of the ECIP and Analysis,is qualified in its entirety by the text of the incentive plan, a copy of which is attached hereto as Appendix B and should be read in conjunction with the following summary.Purpose. The purpose of the ECIP is to establish a program of incentive compensation tables,awards for designated officers and other key executives of our company and our subsidiaries and divisions that is directly related to our performance results and to allow bonus payments made to our executive officers who are covered employees to be tax deductible to us under the “performance-based” compensation exception to Section 162(m). As described above, beginning on January 1, 2018, only bonus awards payable pursuant to a written binding contract that was in effect on November 2, 2017, and is not materially modified after that date will potentially be deductible to us under the “performance-based” compensation exception to Section 162(m).55Administration. The ECIP is administered by the Compensation Committee, including all determinations relating to “performance-based” compensation for purposes of Section 162(m). Pursuant to the ECIP, the Compensation Committee is comprised of two or more members of the Board, each of whom is required to be an “outside director” within the meaning of Section 162(m). The Compensation Committee has all the authority that may be necessary or helpful to enable it to discharge its responsibilities with respect to the ECIP, including authority to determine eligibility for participation, establish the maximum award that may be earned by each participant, which may be expressed in terms of a dollar amount, percentage of salary or any relatedother measurement, establish goals for each participant, calculate and determine each participant’s level of attainment of these goals and calculate an award for each participant based upon the level of attainment. Except as otherwise specifically limited in the ECIP and with respect to determinations relating to awards intended to be deductible under Section 162(m), the Compensation Committee has full power and authority to construe, interpret and administer the ECIP.Eligibility. The Compensation Committee will select the officers and other key executives whose efforts contribute materially to the success of the Company, including the covered employees, who will be eligible for awards for the performance period during which performance is measured. A performance period is our fiscal year, which currently is the calendar year, or such other period as may be determined by the Compensation Committee.Bonus Awards and Performance Goals. The Compensation Committee will establish for each performance period a maximum award, and, if the Compensation Committee so determines, a target and/or threshold award, and goals relating to the Company and/or its subsidiaries, divisions, departments, and/or functional performance for each participant, or “performance goals.” The Compensation Committee will also make these determinations with respect to the covered employees. The Compensation Committee will communicate these performance goals to each participant prior to or during the applicable performance period. Participants will earn awards only upon the attainment of the applicable performance goals during the applicable performance period, as and to the extent established by the Compensation Committee.The performance goals for participants will be based on attainment of specific levels of our performance and/or the performance of our subsidiaries, divisions or departments, as applicable, with reference to one or more of the following performance criteria:net earnings or net income (before or after taxes);basic or diluted earnings per share (before or after taxes);net revenue or net revenue growth;gross profit or gross profit growth;net operating profit (before or after taxes);return measures (including, but not limited to, return on assets, capital, invested capital, equity, or sales);cash flow (including, but not limited to, operating cash flow, free cash flow, and cash flow return on capital);earnings before or after taxes, interest, depreciation, amortization and/or rents;gross or operating margins;productivity ratios;share price (including, but not limited to, growth measures and total stockholder return);expense targets;margins;operating efficiency;objective measures of customer satisfaction;working capital targets;measures of economic value added; andinventory control.Any one or more of the performance criterion may be used to measure the performance of the Company and/or an affiliate as a whole or any business unit of the Company and/or an affiliate or any combination thereof, as the Compensation Committee may deem appropriate, or any of the above performance criteria as compared to the performance of a group of comparator companies, or published or special index the Compensation Committee, in its sole discretion, deems appropriate, or the Company may select the share price performance criterion above as compared to various stock market indices. In the event applicable tax and/or securities laws change to permit Compensation Committee discretion to alter the governing performance criteria without obtaining shareholder approval of such alterations, the Compensation Committee shall have sole discretion to make such alterations without obtaining56shareholder approval. Unless otherwise determined by the Committee at the time a bonus award is granted, the Compensation Committee is authorized at any time during the first 90 days of a performance period (or, if longer or shorter, within the maximum period allowed under Section 162(m)), or at any time thereafter to the extent the exercise of such authority at such time would not cause the bonus awards granted to any covered employee for such performance period to fail to qualify as “performance-based” compensation under Section 162(m), to specify adjustments or modifications to be made to the calculation of a performance goal for such performance period, based on and in order to appropriately reflect the following events: (i) asset write-downs; (ii) litigation or claim judgments or settlements; (iii) the effect of changes in tax laws, accounting principles or other laws or regulatory rules affecting reported results; (iv) any reorganization and restructuring programs; (v) nonrecurring items as described in Accounting Standards Codification Topic 225-20 (or any successor pronouncement thereto) and/or in management’s discussion and analysis of financial condition and results of operations appearing in the Company’s annual report to shareholders for the applicable year; (vi) acquisitions or divestitures; (vii) any other specific unusual or nonrecurring events or objectively determinable category thereof; (viii) foreign exchange gains and losses; (ix) discontinued operations and nonrecurring charges; and (x) a change in the Company’s fiscal year.As soon as practicable following the end of the applicable performance period, the Compensation Committee will certify the attainment of the performance goals and will calculate the award, if any, payable to each participant, including the covered employees. Bonus awards will be paid in a lump sum cash payment as soon as practicable following the determination of the applicable amount by the Compensation Committee. The Compensation Committee retains the right to reduce any award, in its sole discretion.Individual Limits. The maximum amount payable to a participant in respect of an annual bonus award that is intended to qualify for the “performance-based” compensation exception to Section 162(m) was increased to $15.0 million effective as of April 1, 2018.Termination or Amendment of the ECIP. The Compensation Committee may amend, suspend or terminate the ECIP at any time, provided no amendment may be made without the approval of stockholders if the effect of any amendment would be to cause outstanding or pending awards that are intended to qualify for the “performance-based” compensation exception to Section 162(m) to cease to qualify for this exception.New Plan BenefitsOther than with respect to the cash bonuses that may be earned by our executive officers pursuant to their employment agreements if certain performance criteria are met, if the performance-based provisions of the ECIP are approved by our stockholders, awards under the ECIP will be determined by the Compensation Committee in its sole discretion and it is, therefore, not possible to predict the awards that will be made in the future under the ECIP.Required VoteThe affirmative vote of a majority of the votes present in person or by proxy at the Annual Meeting is required to approve the material disclosed in this proxy statement).terms of the performance goals under the ECIP.The Board of Directors recommends a vote “FOR” the approval of the material terms of the performance goals under the Las Vegas Sands Corp. Executive Cash Incentive Plan TIMEFRAME FOR STOCKHOLDER PROPOSALS FOR THE NEXT ANNUAL MEETINGProposals by stockholders intendedStockholders intending to be presentedpresent a proposal at the 20162019 annual meeting of stockholders to be considered for inclusion in our proxy statement for that annual meeting must be personally delivered or mailedpursuant to our principal executive offices, as required by our Amended and Restated By-Laws, no earlier than February 5, 2016 and no later than March 6, 2016, to the attentionRule 14a-8 of the Corporate Secretary as follows: Corporate Secretary,Exchange Act must submit the proposal in writing to Las Vegas Sands Corp., Attention: Corporate Secretary, 3355 Las Vegas Boulevard South, Las Vegas, Nevada 89109.With respect to any proposal by a stockholder not seeking to have its proposal included in the proxy statement but seeking to have its proposal considered at the 2016 annual meeting, if that stockholder fails to notify us of its proposal in the manner set forth above by March 6, 2016, then the persons appointed as proxies may exercise their discretionary voting authority if the proposal is considered at the 2016 annual meeting, notwithstanding that stockholders have not been advised of the proposal in the proxy statement for the 2016 annual meeting. Any stockholder Such proposals also must comply in all respects with the requirements of Rule 14a-8 of Regulation 14A of the Exchange Act and other applicable rulesmust be received by the Company no later than December 21, 2018.In addition, our by-laws provide notice procedures for stockholders to nominate a person as a director and regulationsto propose business to be considered by stockholders at a meeting when such matter is not submitted for inclusion in the Company’s proxy statement pursuant to Rule 14a-8 of the SEC.57stockholders, notice of a nomination or proposal must be delivered to us no earlier than February 7, 2019 and no later than March 9, 2019. (If the date of the annual meeting, however, is more than 30 days before or more than 70 days after such anniversary date, notice must be delivered to us not earlier than the 120th day prior to such annual meeting date and not later than the later of the 90th day prior to such annual meeting or the 10th day following the day on which public announcement of the date of such meeting is first made.) Nominations and proposals also must satisfy other requirements set forth in the by-laws. If a stockholder complies with the forgoing notice provisions and with certain additional procedural requirements in our by-laws and the SEC rules, the Company will have authority to vote shares under proxies we solicit when and if the nomination or proposal is raised at the Annual Meeting.We may refuse to acknowledge any stockholder proposal not made in compliance with the foregoing procedures.OTHER INFORMATIONThe Company will bear all costs in connection with the solicitation of proxies. The Company intends to reimburse brokerage houses, custodians, nominees and others for their out-of-pocket expenses and reasonable clerical expenses related thereto. Officers, directors and regular employees of the Company and its subsidiaries may request the return of proxies by telephone, telegraph or in person, for which no additional compensation will be paid to them.Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to Be Held on June 4, 2015:7, 2018: Our Proxy Statement and Annual Report to Stockholders for the year ended December 31, 20142017 are available on our website at http:https://investor.sands.com/proxy.cfm.
Admission TicketAnnual Meetingfinancial-reports/Annual-Meeting/default.aspx.58APPENDIX AAMENDMENT TO CERTIFICATE OF AMENDED AND RESTATED ARTICLES OF INCORPORATION TO ELIMINATE CLASSIFIED BOARD STRUCTURE5.2 Staggered Board Terms. The Board (oOther than those Directors elected by the holders of any series of Preferred Stock provided for or fixed pursuant to the provisions of Article 4 hereof (the “Preferred Stock Directors”)) shall be divided into three classes, as nearly equal in number as possible, designated Class I, Class II and Class III. Class I Directors shall initially serve until the 2005 annual meeting of stockholders; Class II Directors shall initially serve until the 2006 annual meeting of stockholders; and Class III Directors shall initially serve until the 2007 annual meeting of stockholders. Commencing with the annual meeting of stockholders in 2005, Directors of each class the term of which shall then expire, each Director shall be elected to hold office for a three-yearterm expiring at the next annual meeting of stockholders and until the election and qualification of theirhis or her respective successors in office or such Director’s earlier death, resignation, disqualification or removal from office.In case of any increase or decrease, from time to time, in the number of Directors (other than Preferred Stock Directors), the number of Directors in each class shall be apportioned as nearly equally as possible5.3 Vacancies and Newly Created Directorships. Subject to the rights of the holders of any one or more series of Preferred Stock then outstanding, newly created directorships resulting from any increase in the authorized number of Directors or any vacancies on the Board resulting from death, resignation, retirement,disqualification, removal from office or other cause shall be filled solely by the affirmative vote of a majority of the remaining Directors then in office, even though less than a quorum of the Board. Any Director so chosen shall hold office until the next election of the class for which such Director shall have been chosenannual meeting of stockholders and until the election and qualification of his or her successor shall be elected and qualifiedin office or such Director’s earlier death, resignation, disqualification or removal from office. No decrease in the number of Directors shall shorten the term of any incumbent Director.59APPENDIX BLAS VEGAS SANDS CORP.June 4, 2015 12:00 pm (Pacific Time)Sands Showroom at EXECUTIVE CASH INCENTIVE PLAN(Amended and Restated as of April 1, 2018)I. PurposeThe Venetian Resort Hotel Casino 3355purpose of the Las Vegas Boulevard South Las Vegas, NV 89109This ticket must be presented at the doorSands Corp. Executive Cash Incentive Plan (the “Plan”) is to establish a program of incentive compensation for entrance to the meeting. Stockholders may bring one guest to the meeting.Stockholder Name: [ ] WITHSPOUSE/SIGNIFICANT OTHER [ ] WITHOUTSPOUSE/SIGNIFICANT OTHER (Please Print)Agenda1. To elect two————————— . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ————————1FORM OF PROXYLAS VEGAS SANDS CORP.Proxy for Annual Meeting of Stockholders June 4, 2015 Solicited on Behalf of the Board of DirectorsThe undersigned hereby appoints Robert G. Goldstein and Ira H. Raphaelson, and each of them, Proxies, with full power of substitution, to represent and vote all shares of Common Stock which the undersigned would be entitled to vote if personally present at the Annual Meeting of Stockholdersdesignated officers and/or key executive employees of Las Vegas Sands Corp., a Nevada corporation (the “Company”), and its subsidiaries and divisions that is directly related to the performance results of such individuals. The Plan provides annual incentives, contingent upon continued employment and meeting certain corporate goals, to certain key executives who make substantial contributions to the Company.II. DefinitionsThe following definitions shall be applicable throughout the Plan. “Board” means the Board of Directors of the Company.“Bonus Award” means the award or awards, as determined by the Committee, to be heldgranted to a Participant based on that Participant’s level of attainment of his or her goals established in accordance with Articles IV and V of the Plan.“Code” means the Internal Revenue Code of 1986, as amended.“Committee” means either (i) the Board or (ii) a committee selected by the Board to administer the Plan and composed of not less than two directors, each of whom is an “outside director” (within the meaning of Section 162(m) of the Code). If at Sands Showroom atany time such a Committee has not been so designated, the Compensation Committee of the Board shall constitute the Committee or if there shall be no Compensation Committee of the Board, the Board shall constitute the Committee. The Venetian Resort Hotel Casino, 3355fact that a Committee member shall fail to qualify as an “outside director” when administering the Plan with respect to 162(m) Bonus Awards shall not invalidate any 162(m) Bonus Award granted by the Committee if such 162(m) Bonus Award is otherwise validly granted under the Plan.“Company” means Las Vegas Boulevard South,Sands, Inc., a Nevada corporation, and any successor thereto.“Designated Beneficiary” means the beneficiary or beneficiaries designated by a Participant in accordance with Article XIV hereof to receive the amount, if any, payable under the Plan upon such Participant’s death.“162(m) Bonus Award” means a Bonus Award which is intended to qualify for the performance-based compensation exception to Section 162(m) of the Code, as further described in Article VIII.“Participant” means any officer or key executive of the Company and its subsidiaries designated by the Committee to participate in the Plan.“Performance Criteria” means objective performance criteria established by the Committee with respect to 162(m) Bonus Awards. Performance Criteria shall be measured in terms of one or more of the following objectives, described as such objectives relate to Company-wide objectives or of the subsidiary, division, department or function with the Company or subsidiary in which the Participant is employed:(i) net earnings or net income (before or after taxes); (ii) basic or diluted earnings per share (before or after taxes); (iii) net revenue or net revenue growth; (iv) gross profit or gross profit growth; (v) net operating profit (before or after taxes); (vi) return measures (including, but not limited to, return on assets, capital, invested capital, equity, or sales); (vii) cash flow (including, but not limited to, operating cash flow, free cash flow, and cash flow return on capital); (viii) earnings before or after taxes, interest, depreciation, amortization and/or rents; (ix) gross or operating margins; (x) productivity ratios; (xi) share price (including, but not limited to, growth measures and total stockholder return); (xii) expense targets; (xiii) margins; 60(xiv) operating efficiency; (xv) objective measures of customer satisfaction; (xvi) working capital targets; (xvii) measures of economic value added; and (xviii) inventory control. Any one or more of the Performance Criterion may be used to measure the performance of the Company and/or an Affiliate as a whole or any business unit of the Company and/or an Affiliate or any combination thereof, as the Committee may deem appropriate, or any of the above Performance Criteria as compared to the performance of a group of comparator companies, or published or special index that the Committee, in its sole discretion, deems appropriate, or the Company may select Performance Criterion (xi) above as compared to various stock market indices. The Committee also has the authority to provide for accelerated vesting of any Bonus Award based on the achievement of Performance Goals pursuant to the Performance Criteria specified in this paragraph. Each grant of a 162(m) Bonus Award shall specify the Performance Criteria to be achieved, a minimum acceptable level of achievement below which no payment or award will be made, and a formula for determining the amount of any payment or award to be made if performance is at or above the minimum acceptable level but falls short of full achievement of the specified Performance Criteria.If the Committee determines that a change in the business, operations, corporate structure or capital structure of the Company, or the manner in which it conducts its business, or other events or circumstances render the Performance Criteria to be unsuitable, the Committee may modify such Performance Criteria or the related minimum acceptable level of achievement, in whole or in part, as the Committee deems appropriate and equitable; provided, however, that no such modification shall be made if the effect would be to cause a 162(m) Bonus Award to fail to qualify for the performance-based compensation exception to Section 162(m) of the Code. In addition, at the time performance goals are established as to a 162(m) Bonus Award, the Committee is authorized to determine the manner in which the Performance Criteria related thereto will be calculated or measured to take into account certain factors over which the Participant has no control or limited control including changes in industry margins, general economic conditions, interest rate movements and changes in accounting principles. In the event that applicable tax and/or securities laws change to permit Committee discretion to alter the governing Performance Criteria without obtaining shareholder approval of such alterations, the Committee shall have sole discretion to make such alterations without obtaining shareholder approval. Unless otherwise determined by the Committee at the time a 162(m) Bonus Award is granted, the Committee is authorized at any time during the first 90 days of a Performance Period (or, if longer or shorter, within the maximum period allowed under Section 162(m) of the Code), or at any time thereafter to the extent the exercise of such authority at such time would not cause the 162(m) Bonus Awards granted to any Participant for such Performance Period to fail to qualify as “performance-based compensation” under Section 162(m) of the Code, to specify adjustments or modifications to be made to the calculation of a performance goal for such Performance Period, based on and in order to appropriately reflect the following events: (i) asset write-downs; (ii) litigation or claim judgments or settlements; (iii) the effect of changes in tax laws, accounting principles, or other laws or regulatory rules affecting reported results; (iv) any reorganization and restructuring programs; (v) nonrecurring items as described in Accounting Standards Codification Topic 225-20 (or any successor pronouncement thereto) and/or in management’s discussion and analysis of financial condition and results of operations appearing in the Company’s annual report to shareholders for the applicable year; (vi) acquisitions or divestitures; (vii) any other specific unusual or nonrecurring events, or objectively determinable category thereof; (viii) foreign exchange gains and losses; (ix) discontinued operations and nonrecurring charges; and (x) a change in the Company’s fiscal year.“Performance Period” means the period during which performance is measured to determine the level of attainment of a Bonus Award, which shall be the fiscal year of the Company or such other period as may be determined by the Committee.“Plan” means the Las Vegas NV 89109, on June 4, 2015, at 12:00 pm (Pacific Time),Sands Corp. Executive Cash Incentive Plan.III. EligibilityParticipants in the Plan shall be selected by the Committee for each Performance Period from those officers and key executives of the Company and its subsidiaries whose efforts contribute materially to the success of the Company. No employee shall be a Participant unless he or she is selected by the Committee, in its sole discretion. No employee61shall at any adjournmentstime have the right to be selected as a Participant nor, having been selected as a Participant for one Performance Period, to be selected as a Participant in any other Performance Period.IV. AdministrationThe Committee, in its sole discretion, will determine eligibility for participation, establish the maximum aggregate award which may be earned by each Participant (which may be expressed in terms of a dollar amount, percentage of salary or any other measurement), establish goals for each Participant (which may be objective or subjective, and based on individual, Company, subsidiary and/or division performance), calculate and determine each Participant’s level of attainment of such goals, and calculate the Bonus Award for each Participant based upon such level of attainment.Except as otherwise herein expressly provided, full power and authority to construe, interpret, and administer the Plan shall be vested in the Committee, including the power to amend or terminate the Plan as further described in Article XVII. The Committee may at any time adopt such rules, regulations, policies, or practices as, in its sole discretion, it shall determine to be necessary or appropriate for the administration of, or the performance of its respective responsibilities under, the Plan. The Committee may at any time amend, modify, suspend, or terminate such rules, regulations, policies, or practices.V. Bonus AwardsThe Committee, based upon information to be supplied by management of the Company and, where determined as necessary by the Board, the ratification of the Board, will establish for each Performance Period a maximum aggregate award (and, if the Committee deems appropriate, threshold and target awards) and goals relating to Company, subsidiary, divisional, departmental and/or functional performance for each Participant and communicate such award levels and goals to each Participant prior to or during the Performance Period for which such award may be made. Bonus Awards will be earned by each Participant based upon the level of attainment of his or her goals during the applicable Performance Period; provided that the Committee may reduce the amount of any Bonus Award in its sole and absolute discretion. As soon as practicable after the end of the applicable Performance Period, the Committee shall determine the level of attainment of the goals for each Participant and the Bonus Award to be made to each Participant.VI. Payment of Bonus AwardsExcept as provided in Articles VII and IX below, Bonus Awards earned during any Performance Period shall be paid as soon as practicable following the end of such Performance Period and the determination of the amount thereof shall be made by the Committee. Payment of Bonus Awards shall be made in the form of cash. Bonus Award amounts earned but not yet paid will not accrue interest.VII. Deferral of Bonus AwardsIf so permitted by the Committee, a Participant may elect to defer receipt of all or a portion of a Bonus Award pursuant to the terms of the Company’s Deferred Compensation Plan.VIII. 162(m) Bonus AwardsUnless determined otherwise by the Committee, each Bonus Award awarded under the Plan shall be a 162(m) Bonus Award and will be subject to the following requirements, notwithstanding any other provision of the Plan to the contrary:1. A 162(m) Bonus Award may be made only by a Committee which is comprised solely of not less than two directors, each of whom is an “outside director” (within the meaning of Section 162(m) of the Code). 2. The performance goals to which a 162(m) Bonus Award is subject must be based solely on Performance Criteria. Such performance goals, and the maximum, target and/or threshold (as applicable) Bonus Amount payable upon attainment thereof, must be established by the Committee within the time limits required in order for the 162(m) Bonus Award to qualify for the performance-based compensation exception to Section 162(m) of the Code. 3. No 162(m) Bonus Award may be paid until the Committee has certified the level of attainment of the applicable Performance Criteria; provided, however, that the Committee, in its sole discretion, may permit the payment of a 162(m) Bonus Award to a Participant (or such Participant’s Designated Beneficiary or estate, as applicable) without first certifying the level of attainment of the applicable62Performance Criteria following (i) a termination of employment due to the Participant’s death or disability or (ii) a “Change in Control” (as that term is defined in the Las Vegas Sands Corp. 2004 Equity Award Plan.4. With respect to any single Participant, the maximum amount of any 162(m) Bonus Award for any fiscal year of the Company shall be $15,000,000. IV. Termination of EmploymentA Participant shall be eligible to receive payment of his or her Bonus Award earned during a Performance Period, so long as the Participant is employed on the last day of such Performance Period, notwithstanding any subsequent termination of employment prior to the actual payment of the Bonus Award. In the event of a Participant’s death prior to the payment of a Bonus Award which has been earned, such payment shall be made to the Participant’s Designated Beneficiary or, if there is none living, to the estate of the Participant. Notwithstanding the foregoing, the Committee, in its sole discretion, may permit a Participant to receive payment of all or a pro rata portion of his or her Bonus Award following a termination of such Participant’s employment prior to the last day of a Performance Period; provided, however, that, in the event the Bonus Award is a 162(m) Bonus Award the Committee shall only be permitted to exercise such discretion upon a termination of employment described in Section 4 of Article VIII.X. Reorganization or DiscontinuanceThe obligations of the Company under the Plan shall be binding upon any successor corporation or organization resulting from a merger, consolidation or other reorganization of the Company, or upon any successor corporation or organization succeeding to substantially all of the assets and all mattersbusiness of the Company. The Company will make appropriate provision for the preservation of Participants’ rights under the Plan in any agreement or plan which it may properlyenter into or adopt to effect any such merger, consolidation, reorganization or transfer of assets.If the business conducted by the Company shall be brought before said meetingdiscontinued, any previously earned and unpaid Bonus Awards under the Plan shall become immediately payable to the Participants then entitled thereto.XI. Non-Alienation of BenefitsA Participant may not assign, sell, encumber, transfer or otherwise dispose of any rights or interests under the Plan except by will or the laws of descent and distribution. Any attempted disposition in contravention of the preceding sentence shall be null and void.XII. No Claim or Right to Plan ParticipationNo employee or other person shall have any claim or right to be selected as a Participant under the Plan. Neither the Plan nor any action taken pursuant to the Plan shall be construed as giving any employee any right to be retained in the employ of the Company or any adjournments thereof. of its subsidiaries.XIII. TaxesThe undersigned hereby revokes anyCompany shall deduct from all amounts paid under the Plan all federal, state, local and all proxies heretofore givenother taxes that the Committee, in its sole discretion, determines are required to be withheld with respect to such meeting.(Continuedpayments.XIV. Designation and Change of BeneficiaryEach Participant may indicate upon notice to him or her by the Committee of his or her right to receive a Bonus Award a designation of one or more persons as the Designated Beneficiary who shall be SIGNEDentitled to receive the amount, if any, payable under the Plan upon the death of the Participant. Such designation shall be in writing to the Committee. A Participant may, from time to time, revoke or change his or her Designated Beneficiary without the consent of any prior Designated Beneficiary by filing a written designation with the Committee. The last such designation received by the Committee shall be controlling; provided, however, that no designation, or change or revocation thereof, shall be effective unless received by the Committee prior to the Participant’s death, and in no event shall it be effective as of a date prior to such receipt. In the event that a Participant fails to designate a Designated Beneficiary as provided in this Article XIV, or if the Designated Beneficiary predeceases the Participant, then any Bonus Award payable following the Participant’s death shall be payable to such Participant’s estate.63XV. No Liability of Committee MembersNo member of the Committee shall be personally liable by reason of any contract or other instrument related to the Plan executed by such member or on his or her behalf in his or her capacity as a member of the other side)COMMENTS:1.1 14475
ANNUAL MEETING OF STOCKHOLDERS OFLAS VEGAS SANDS CORP.June 4, 2015GO GREEN e-Consent makes it easyCommittee, nor for any mistake of judgment made in good faith, and the Company shall indemnify and hold harmless each employee, officer, or director of the Company to go paperless. With e-Consent, you can quickly access your proxy material, statementswhom any duty or power relating to the administration or interpretation of the Plan may be allocated or delegated, against any cost or expense (including legal fees, disbursements and other eligible documents online, while reducing costs, clutter and paper waste. Enroll today via www.amstock.comrelated charges) or liability (including any sum paid in settlement of a claim with the approval of the Board) arising out of any act or omission to enjoy online access.Important Notice Regardingact in connection with the AvailabilityPlan unless arising out of Proxy Materialssuch person’s own fraud or bad faith.XVI. Termination or Amendment of the Bonus PlanThe Committee may amend, suspend or terminate the Plan at any time; provided that no amendment may be made without the approval of the Company’s shareholders if the effect of such amendment would be to cause outstanding or pending 162(m) Bonus Awards to cease to qualify for the Stockholder Meetingperformance-based compensation exception to Be Held on June 4, 2015: Our Proxy Statement and Annual Report to Stockholders for the year ended December 31, 2014 are available on our website at http://investor.sands.com/proxy.cfm.Please sign, date and mail your proxy card in the envelope provided as soon as possible.Please detach along perforated line and mail in the envelope provided.20430300000000001000 1060415THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE ELECTION OF DIRECTORS AND“FOR” ITEMS 2 AND 3. x PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE1. Election of Directors:FOR ALL NOMINEES FOR WITHHOLD ALL NOMINEES AUTHORITYFOR (See ALL instructions EXCEPT below)O NOMINEES: Jason N. Ader O Micheline Chau O Michael A. Leven O David F. LeviINSTRUCTIONS: To withhold authority to vote for any individual nominee(s), mark “FOR ALL EXCEPT” and fill in the circle next to each nominee you wish to withhold, as shown here:To indicate changes change your to the the new address registered address on name(s) your in the account, address on the please account space check above. may not the Please be box submitted at note right and that via this method.2. RatificationSection 162(m) of the selection of Deloitte & Touche LLC asCode.XVII. Unfunded PlanParticipants shall have no right, title, or interest whatsoever in or to any investments which the Company’s independent registered public accounting firm forCompany may make to aid it in meeting its obligations under the year ended December 31, 20153. Advisory vote to approve named executive officer compensationFOR AGAINST ABSTAINFOR AGAINST ABSTAINProxy will be voted FOR the elections of directors and FOR items 2 and 3 and otherwise in the discretion of the Proxies at the annual meeting or any adjournments or postponement thereof.Consenting to receive all future annual meeting materials and stockholder communications electronically is simple and fast! Enroll today at www.amstock.com for secure online access to your proxy materials, statements, tax documents and other important stockholder correspondence.TO INCLUDE ANY COMMENTS, USE THE COMMENTS BOX ON THE REVERSE SIDE OF THIS CARD.I plan to attend meeting.Signature of Stockholder Date: Signature of Stockholder Date:Note: Please full title sign as such. exactly If the as signer your name is a corporation, or names appear please on sign this full Proxy. corporate When name shares by duly are authorized held jointly, officer, each holder giving should full title sign. as such. When If signer signing is a as partnership, executor, administrator, please sign in attorney, partnership trustee name or by guardian, authorized please person. give
ANNUAL MEETING OF STOCKHOLDERS OFLAS VEGAS SANDS CORP.June 4, 2015PROXY VOTING INSTRUCTIONSINTERNET—Access “www.voteproxy.com” and follow the on-screen instructions or scan the QR code with your smartphone. Have your proxy card available when you access the web page.TELEPHONE—Call toll-free 1-800-PROXIES (1-800-776-9437) in the United States or 1-718-921-8500 from foreign countries from any touch-tone telephone and follow the instructions. Have your proxy card available when you call.Vote online/phone until 11:59 PM EST the day before the meeting. MAIL—Sign, date and mail your proxy card in the envelope provided as soon as possible.IN PERSON—You may vote your shares in person by attending the Annual Meeting.GO GREEN—e-Consent makes it easy to go paperless. With e-Consent, you can quickly access your proxy material, statements and other eligible documents online, while reducing costs, clutter and paper waste. Enroll today via www.amstock.com to enjoy online access.COMPANY NUMBER ACCOUNT NUMBER2015: Our Proxy Statement and Annual Report to Stockholders for the year ended December 31, 2014 are available on our website at http://investor.sands.com/proxy.cfm.Please detach along perforated line and mail in the envelope provided IF you are not voting via telephone or the Internet. ————————20430300000000001000 1 060415THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE ELECTION OF DIRECTORS AND“FOR” ITEMS 2 AND 3. x PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE1. Election of Directors:FOR ALL NOMINEES FOR WITHHOLD ALL NOMINEES AUTHORITY FOR (See ALL instructions EXCEPT below)O NOMINEES: Jason N. Ader O Micheline Chau O Michael A. Leven O David F. LeviINSTRUCTIONS: To withhold authority to vote for any individual nominee(s), mark “FOR ALL EXCEPT” and fill in the circle next to each nominee you wish to withhold, as shown here:JOHN SMITH 1234 MAIN STREET APT. 203 NEW YORK, NY 10038To indicate changes change your to the the new address registered address on name(s) your in the account, address on the please account space check above. may not the Please be box submitted at note right and that via this method.Company’s independent registered public accounting firm for the year ended December 31, 20153. Advisory vote to approve named executive officer compensationFOR AGAINST ABSTAINFOR AGAINST ABSTAINThis Proxy will be voted as specified herein; if no specification is made, this Proxy will be voted FOR the elections of directors and FOR items 2 and 3 and otherwise in the discretion of the Proxies at the annual meeting or any adjournments or postponement thereof.Consenting to receive all future annual meeting materials and stockholder communications electronically is simple and fast! Enroll today at www.amstock.com for secure online access to your proxy materials, statements, tax documents and other important stockholder correspondence.TO INCLUDE ANY COMMENTS, USE THE COMMENTS BOX ON THE REVERSE SIDE OF THIS CARD.I plan to attend meeting.Signature of Stockholder Date: Signature of Stockholder Date:Note: Please title as such sign .exactly If the signer as your is a name corporation, or names please appear sign on full this corporate Proxy. When name shares by duly are authorized held jointly, officer, each giving holder full should title as sign such . .When If signer signing is a as partnership, executor, please administrator, sign in attorney, partnership trustee name or by guardian, authorized please person give .full
Important Notice LAS of Availability VEGAS of Proxy Materials SANDS for the Annual CORP. Stockholder Meeting of To Be Held On: June 4, 2015 at 12:00 pm (Pacific Time) Sands Showroom at The Venetian Resort Hotel Casino 3355 Las Vegas Boulevard South, Las Vegas, NV 89109COMPANY NUMBERJOHN SMITH1234 MAIN STREET ACCOUNT NUMBER APT. 203 NEW YORK, NY 10038CONTROL NUMBERThis communication presents only an overview of the more complete proxy materials that are available to you on the Internet. We encourage you to access and review all of the important informationPlan. Nothing contained in the proxy materials before voting.If you wantPlan, and no action taken pursuant to its provisions, shall create or be construed to create a trust of any kind, or a fiduciary relationship between the Company and any Participant, Designated Beneficiary, legal representative or any other person. To the extent that any person acquires a right to receive a paper or e-mail copypayments from the Company under the Plan, such right shall be no greater than the right of an unsecured general creditor of the proxy materials you must request one. There is no chargeCompany. All payments to you for requesting a copy. To facilitate timely delivery please makebe made hereunder shall be paid from the request as instructed below before 5/22/15.Please visit http://investor.sands.com/proxy.cfm, where the following materials are available for view:Notice of Annual Meeting of StockholdersProxy StatementForm of Electronic Proxy CardAnnual Report on Form 10-KTO REQUEST MATERIAL: TELEPHONE: 888-Proxy-NA (888-776-9962) 718-921-8562 (for international callers) E-MAIL: info@amstock.comWEBSITE: http://www.amstock.com/proxyservices/requestmaterials.aspTO VOTE: ONLINE: To access your online proxy card, please visit www.voteproxy.com and follow the on-screen instructions or scan the QR code with your smartphone. You may enter your voting instructions at www.voteproxy.com up until 11:59 PM Eastern Time the day before the cut-off or meeting date.IN PERSON: You may vote your shares in person by attending the Annual Meeting.TELEPHONE: To vote by telephone, please visit www.voteproxy.com to view the materials and to obtain the toll free number to call.MAIL: You may request a card by following the instructions above.1. Election of Directors:NOMINEES: Jason N. Ader Micheline Chau Michael A. Leven David F. LeviPlease note that you cannot use this notice to vote by mail.2. Ratificationgeneral funds of the selectionCompany and no special or separate fund shall be established and no segregation of Deloitte & Touche LLCassets shall be made to assure payment of such amounts except as expressly set forth in the Company’s independent registered public accounting firm forPlan.The Plan is not intended to be subject to the year ended December 31, 20153. Advisory voteEmployee Retirement Income Security Act of 1974, as amended.XVIII. Governing LawThe terms of the Plan and all rights thereunder shall be governed by and construed in accordance with the laws of the State of Nevada (and, to approve named executive officer compensationTHE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE ELECTION OF DIRECTORS AND “FOR” ITEMS 2 AND 3.XIX. Effective DateThe effective date of the Plan is January 1, 2005.64
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